Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower or for the account of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances; (ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit; (iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion; (iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and (v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 2 contracts
Sources: Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.)
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower or for the account of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit Sublimit, and (B) an amount equal to (1) the aggregate lesser of the Revolving Commitments and the Borrowing Base in effect at such time minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 2 contracts
Sources: Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.)
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shallEach Issuer hereby agrees, on the terms and conditions hereinafter set forthforth in this Agreement, issueto issue Letters of Credit and to renew, extend, increase, decrease or extend the expiration date of otherwise modify Letters of Credit for (“Modify,” and each such action a “Modification”), from time to time from and including the account date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Borrower or Parent and for the account of any Loan Party (in which case such Borrower and such Loan Party Borrower; provided that a Letter of Credit shall be co-applicants with respect issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of CreditCredit (as Modified, if applicable) on would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Business DayLender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) shall have an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has an expiration expiry date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, provided no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the renewal issuance of such Letter of Credit is cancelable in particular or shall impose upon at least 30 days’ notice prior such Issuer with respect to the then current expiration date of such any Letter of Credit given by the Issuing Bank to the beneficiary of any restriction or reserve or capital requirement (for which such Letter of Credit;
(iiiIssuer is not otherwise compensated) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor unreimbursed loss, cost or expense which was not applicable, in effect and known to such publication. If Issuer as of the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms date of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposureit.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Air Products & Chemicals Inc /De/), Revolving Credit Agreement (Air Products & Chemicals Inc /De/)
Issuance. From Subject to the terms of this Agreement, from time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the a Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the such Borrower or for the account of any Loan Party Subsidiary of a Borrower (in which case such Borrower and such Loan Party Subsidiary shall be co-applicants with respect to such Letter of Credit) on any Business Day. All Letters of Credit outstanding under the Existing Credit Agreement will deemed to be issued under this Agreement on the Closing Date. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus and (yB) the Borrowing Base minus the sum of the aggregate outstanding principal amount of all Swing Line Revolving Advances;
(ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to 180 days after the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to 180th day after the Revolving Maturity Date), provided that the renewal of ) if such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the such Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder)Application; and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary CreditsCredits (1993 Revision), International Chamber of Commerce Publication No. 600 500, or any successor to such publication or to the International Standby Practices (1998), International Chamber of Commerce Publication No. 590, or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 2 contracts
Sources: Credit Agreement (MxEnergy Holdings Inc), Credit Agreement (MxEnergy Holdings Inc)
Issuance. From time-to-Subject to the terms and conditions hereof and of the Letter of Credit Documents, if any, and any other terms and conditions which the Issuing Bank may reasonably require, the Lenders will participate in the issuance by the Issuing Bank from time to time of such Letters of Credit in Dollars from the Closing Date until 30 days before the Maturity Date as the Borrower may request, in a form reasonably acceptable to the Issuing Bank; provided, however, that (a) the Letter of Credit Obligations outstanding shall not at any time exceed the Letter of Credit Committed Amount, (b) the aggregate Working Capital Obligations outstanding shall not at any time exceed the Revolving Maturity Date, at the request of the Borrower, Credit Committed Amount then in effect and (c) the Issuing Bank shall, on shall not be required to issue a Letter of Credit to the terms and conditions hereinafter set forth, issue, increase, or extend extent that the expiration date amount of all issued Letters of Credit for when added to the account then outstanding Revolving Loans and Swing Loans of such Issuing Bank, would cause the Borrower or for the account aggregate outstanding amount (without duplication) of any Loan Party (in which case such Borrower and Issuing Bank’s Revolving Credit Commitment to exceed such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business DayIssuing Bank’s Revolving Credit Commitment Percentage. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of shall (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has have an expiration original expiry date not later more than the earlier of (A) one year after from the date of issuance thereof and or (By) as originally issued or as extended, have an expiry date extending beyond the date that is five (5) Business Days prior to the Revolving Maturity Date; provided thatDate (but, any such Letter subject to the foregoing, may provide for automatic renewal in the absence of Credit with a onenotice of non-year tenor may expressly provide that it is renewable at the option of renewal by the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity DateBank), provided that the Issuing Bank shall not permit any such renewal of such Letter of Credit if it has received notice on or before the day that is cancelable upon at least 30 days’ notice prior to two (2) Business Days before the then current expiration scheduled maturity date of such Letter of Credit given by from the Issuing Bank to Agent or Borrower that one or more of the beneficiary of such Letter of Credit;
(iii) unless such applicable conditions specified in Section 5.2 are not then satisfied. Each Letter of Credit is in form and substance acceptable to shall comply with the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed related Letter of Credit Application (other than Documents. The issuance and expiry date of each Letter of Credit shall comply with respect to the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. The Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant hereunder on the Closing Date, and no request for issuance thereof need be made. Notwithstanding anything to the Revolving Commitments and contrary contained in this Section 3.1, the Issuing Bank shall constitute a portion of the not be obligated to issue any Letter of Credit Exposureat a time when any other Lender is a Defaulting Lender unless the Issuing Bank has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Bank to eliminate the Issuing Bank’s Fronting Exposure (after giving effect to Section 4.11(a)(iii)) with respect to any such Defaulting Lender.
Appears in 1 contract
Sources: Senior Secured Credit Facility (TransMontaigne Partners L.P.)
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on Subject to and upon the terms and conditions hereinafter herein set forth, issueso long as no Default or Event of Default has occurred and is continuing, increasethe Issuing Lender will, or extend at any time and from time to time on and after the expiration date Closing Date and prior to the earlier of Letters (i) the seventh day prior to the Revolving Credit Maturity Date and (ii) the Revolving Credit Termination Date, and upon request by the Borrower in accordance with the provisions of Credit SECTION 3.2, issue for the account of the Borrower one or for more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the account Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Credit"). The Stated Amount of each Letter of CreditCredit shall not be less than such amount as may be acceptable to the Issuing Lender. Notwithstanding the foregoing:
(a) on any Business Day. No Letter of Credit will shall be issued, increased, or extended:
issued the Stated Amount upon issuance of which (i) if such issuance, increase, or extension would cause when added to the aggregate Letter of Credit Exposure of the Lenders at such time, would exceed $100,000 or (ii) when added to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding Letter of Credit Exposure of all Lenders at such time, (y) the aggregate principal amount of all Revolving Advances plus Loans then outstanding and (yz) the aggregate outstanding principal amount of all Swing Line AdvancesSwingline Loans then outstanding, would exceed the aggregate Revolving Credit Commitments at such time;
(iib) unless such No Letter of Credit has an expiration date not shall be issued that by its terms expires later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days seventh day prior to the Revolving Credit Maturity DateDate or, in any event, more than one (1) year after its date of issuance; provided thatprovided, any such however, that a Letter of Credit with a one-year tenor may expressly may, if requested by the Borrower, provide that it is renewable at the option of by its terms, and on terms acceptable to the Issuing Bank Lender, for additional one-renewal for successive periods of one year periods or less (which shall in no event extend but not beyond the fifth Business Day seventh day prior to the Revolving Credit Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by unless and until the Issuing Bank Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit;
(iiic) unless The Issuing Lender shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in form and substance acceptable effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Bank Lender as of the Closing Date and that the Issuing Lender in its sole discretion;
good fait▇ ▇▇▇▇▇ ▇▇▇erial to it, or (ivii) unless the Borrower has delivered Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the Issuing Bank a completed and executed issuance of such Letter of Credit Application that one or more of the conditions specified in SECTIONS 4.1 (other than with respect to if applicable) or 4.2 are not then satisfied (or have not been waived in writing as required herein) or that the Existing Letters issuance of such Letter of Credit which are deemed issued hereunder)would violate the provisions of subsection (a) above; and
(vd) unless such Letter No more than five (5) Letters of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposureoutstanding at any one time.
Appears in 1 contract
Issuance. From Subject to the terms of this Agreement, from time-to-time from the Closing Date until 30 days 15 Business Days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower or for the account of any Loan Party Subsidiary of the Borrower (in which case such the Borrower and such Loan Party Subsidiary shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit $15,000,000 and (B) an amount equal to the lesser of (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus and (y2) the Borrowing Base minus the aggregate outstanding principal amount of all Swing Line Revolving Advances;
(ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole reasonable discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder)Application; and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary CreditsCredits (1993 Revision), International Chamber of Commerce Publication No. 600 500 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Sources: Credit Agreement (Diamondback Energy Services, Inc.)
Issuance. From time-to-time from the Closing Date date of this Agreement until 30 days three months before the Revolving Tranche A Maturity Date, at the request of the Borrower, the an Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower or for the account of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus $50,000,000.00 and (2) the sum of (x) aggregate Tranche A Commitments less the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Tranche A Advances, Competitive Advances, and Debt permitted under Section 6.02(d);
(ii) unless such Letter of Credit has an expiration date Expiration Date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Tranche A Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the such Issuing Bank in its sole discretion;
(iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of Funded Debt of any Person;
(v) unless the Borrower has delivered to the such Issuing Bank a completed and executed Letter letter of Credit Application (other credit application on such Issuing Bank's standard form which shall contain terms no more restrictive than with respect to the Existing Letters terms of Credit which are deemed issued hereunder)this Agreement; and
(vvi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary CreditsCredits (1993 Revision), International Chamber of Commerce Publication No. 600 500 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (ivv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Issuance. From time-to-time to time from the Closing Date date of this Agreement until 30 days three months before the Revolving Maturity Date, at the request of the Borrower, the each Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the expiration date of Letters of Credit for the account of the Borrower (for its own benefit or for the account benefit of any Loan Party (in which case such Borrower and such Loan Party of its Subsidiaries, provided that no Letter of Credit shall be co-applicants with respect to such Letter issued for the benefit of Credit) any WWC Company until on any Business Dayor after the Acquisition Date). No Letter of Credit will be issued, increased, or extended:
extended (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) prior to the Acquisition Date the Letter of Credit Sublimit and Exposure represented by the Letters of Credit set forth on Schedule 1.01(b) hereto which are still outstanding on the Effective Date, or (B) on or after the Acquisition Date, the lesser of $80,000,000 or an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) less the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
at such time; (ii) unless such Letter of Credit has an expiration date Expiration Date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the respective Issuing Bank in its sole discretion;
; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person unless such Letter of Credit is issued in substitution of any letter of credit outstanding on the Acquisition Date for the account or benefit of any WWC Company; (v) unless the Borrower has delivered to the respective Issuing Bank a completed and executed Letter letter of Credit Application credit application on such Issuing Bank's standard form, which shall contain terms no more restrictive than the terms of this Agreement; and (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(vvi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary CreditsCredits (1993 Revision), International Chamber of Commerce Publication No. 600 500 ("UCP") or any successor to such publicationthe UCP. If the terms of any letter of credit application referred to in the foregoing clause (ivv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on (a) [Reserved].
(b) Subject to and upon the terms and conditions hereinafter herein set forth, issuethe Issuing Lender will, increaseat any time and from time to time on and after the Closing Date and prior to the fifth Business Day prior to the Latest Revolving Credit Maturity Date, or extend and upon request by the expiration date Borrower in accordance with the provisions of Letters of Credit Section 3.02, issue for the account of the Borrower and/or any Restricted Subsidiary one or for more irrevocable commercial letters of credit or standby letters of credit, denominated in Dollars or in one or more Alternate Currencies, and in a form customarily used or otherwise approved by the account applicable Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of any Loan Party (in which case such Borrower Credit”), amend or renew Letters of Credit previously issued by it and such Loan Party honor drafts under the Letters of Credit. On and after the Closing Date, each Existing Letter of Credit shall be co-applicants with respect deemed to such be a Letter of CreditCredit issued hereunder on the Closing Date for all purposes under this Agreement and the other Credit Documents.
(c) on any Business Day. Notwithstanding anything to the contrary in Section 3.01(b):
(i) No Letter of Credit will shall be issued, increased, or extended:
issued if the Stated Amount upon issuance of which (iA) if such issuance, increase, or extension would cause when added to the Dollar Equivalent of the aggregate Letter of Credit Exposure of the Lenders with respect to exceed the lesser of (A) the Letter Letters of Credit Sublimit and at such time, would exceed $40,000,000 or (B) an amount equal when added to the sum of (1) the Dollar Equivalent of the aggregate Revolving Commitments minus Letter of Credit Exposure of all Lenders at such time, (2) the sum Dollar Equivalent of (x) the aggregate outstanding principal amount of all Revolving Advances plus Loans then outstanding and (y3) the aggregate outstanding principal amount of all Swing Line AdvancesSwingline Loans then outstanding, would exceed the aggregate Revolving Credit Commitments at such time;
(ii) unless such No Letter of Credit has an expiration date not shall be issued that by its terms expires later than the earlier of (A) one year after the date of issuance thereof fifth Business Day prior to the Latest Revolving Credit Maturity Date and (B) five Business Days prior to the Revolving Maturity Datedate that is one year after its date of issuance; provided thatprovided, any such however, that a Letter of Credit with a one-year tenor may expressly may, if requested by the Borrower, provide that it is renewable at the option of by its terms, and on terms acceptable to the Issuing Bank Lender, for additional one-renewal for successive periods of one year periods or less (which shall in no event extend but not beyond the fifth Business Day prior to the Latest Revolving Credit Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by unless and until the Issuing Bank Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit;Credit and the Borrower; and provided further that notwithstanding anything to the contrary in the foregoing, a Letter of Credit may be issued that by its terms expires after the fifth Business Day prior to the Latest Revolving Credit Maturity Date if the Borrower shall have delivered to the Administrative Agent cash equal to 100% of the Stated Amount of such Letter of Credit to be held in the Cash Collateral Account; and
(iii) unless The Issuing Lender shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in form and substance acceptable effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Bank Lender as of the Closing Date and that the Issuing Lender in its sole discretion;good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit that one or more of the conditions specified in Section 4.01 (if applicable) or 4.02 are not then satisfied (or have not been waived in writing), or that the issuance of such Letter of Credit would violate the provisions of this Section 3.01(c) above.
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Lender shall not be under any obligation to issue any Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); andif any fee due in connection with, and on or prior to, such issuance has not been paid.
(v) unless such the Borrower shall remain primary liable under any Letter of Credit issued for the account of any Restricted Subsidiary.
(d) Unless otherwise expressly agreed by the Issuing Lender and the Borrower herein or when a Letter of Credit is governed by issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP 98—International Standby Practices shall apply to each standby Letter of Credit, and (ii) the rules of the ICC Uniform Customs and Practice for Documentary CreditsCredits 2007 (UCP600), International Chamber shall apply to each commercial Letter of Commerce Publication No. 600 or Credit.
(e) In the event of any successor to such publication. If conflict between the terms hereof and the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this AgreementIssuer Document, the terms of this Agreement hereof shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Sources: Credit Agreement (Metaldyne Performance Group Inc.)
Issuance. From Subject to the terms of this Agreement, from time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the a Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the such Borrower or for the account of any Loan Party Subsidiary of a Borrower (in which case such Borrower and such Loan Party Subsidiary shall be co-applicants with respect to such Letter of Credit) on any Business Day. All Letters of Credit outstanding under the Existing Credit Agreement will deemed to be issued under this Agreement on the Closing Date. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus and the aggregate outstanding principal amount of the Swing Line Advances and (yB) the Borrowing Base minus the sum of the aggregate outstanding principal amount of all Revolving Advances and the aggregate outstanding principal amount of the Swing Line Advances;
(ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to 180 days after the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to 180th day after the Revolving Maturity Date), provided that the renewal of ) if such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the such Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder)Application; and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary CreditsCredits (1993 Revision), International Chamber of Commerce Publication No. 600 500, or any successor to such publication or to the International Standby Practices (1998), International Chamber of Commerce Publication No. 590, or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Issuance. From time-to-time from Subject to and upon the Closing Date until 30 days before the Revolving Maturity Dateterms and conditions herein set forth, at the request so long as no Default or Event of the BorrowerDefault has occurred and is continuing, the Issuing Bank shallwill, at any time and from time to time on and after the terms Closing Date and conditions hereinafter set forthprior to the earlier of (i) the seventh day prior to the Revolver A Maturity Date and (ii) the Revolver A Termination Date, issueupon request by the Borrower in accordance with the provisions of SECTION 2.20(B), increase, or extend the expiration date of Letters of Credit issue for the account of the Borrower one or for more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise reasonably approved by the account of any Loan Party Issuing Bank (in which case such Borrower together with all amendments, modifications and such Loan Party shall be co-applicants with respect to such Letter supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit) on any Business Day"). No The Stated Amount of each Letter of Credit will shall not be issued, increased, less than such amount as may be acceptable to the Issuing Bank but in all events any amount greater than or extendedequal to $5,000 shall be deemed acceptable. Notwithstanding the foregoing:
(i) if such issuance, increase, or extension would cause the No Letter of Credit Exposure shall be issued the Stated Amount upon issuance of which (i) when added to exceed the lesser of (A) the all other Letter of Credit Sublimit Outstandings at such time, would exceed $5,000,000 or (ii) when added to all other Letter of Credit Outstandings at such time and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) Revolver A Loans and Bid Loans then outstanding, would exceed the aggregate outstanding principal amount of all Swing Line AdvancesRevolver A Commitments at such time;
(ii) unless such No Letter of Credit has an expiration date not shall be issued that by its terms expires later than the earlier of seventh day prior to the Revolver A Maturity Date or, in any event, more than one (A1) one year after the its date of issuance thereof (subject to renewal as provided below); provided, however, that a Letter of Credit may, if requested by the Borrower, provide by its terms, and on terms acceptable to the Issuing Bank, for renewal for successive periods of one year or less (B) five Business Days but not beyond the seventh day prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by unless and until the Issuing Bank shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit;; and
(iii) unless The Issuing Bank shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance, (A) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Requirement of 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 is in form and substance acceptable to particular or shall impose upon the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Bank is governed by not otherwise compensated) not in effect on the Uniform Customs and Practice for Documentary CreditsClosing Date, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to unreimbursed loss, cost or expense that was not applicable or in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, effect as of the Closing DateDate and that the Issuing Bank reasonably deems material to it, or (B) the Issuing Bank shall be a have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion that one or more of the conditions specified in ARTICLE III are not then satisfied or that the issuance of such Letter of Credit Exposurewould violate the provisions of subsection (I) above.
Appears in 1 contract
Sources: Loan Agreement (Us Oncology Inc)
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of The Lenders shall participate in all Letters of Credit requested by Borrower or its Subsidiary to be issued for the account of the Borrower or for such Subsidiary from time to time upon request from the account of any Loan Party (in which case such Closing Date until the Revolving Credit Termination Date. Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of agrees that (A) the Letter aggregate face amounts of all Letters of Credit Sublimit shall not at any time exceed FIVE MILLION DOLLARS ($5,000,000) (the "LOC Committed Amount") and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus Credit Loans (y) other than Revolving Credit Loans made for the aggregate outstanding principal amount purpose of all repaying Swing Line Advances;
(ii) unless such Loans or reimbursing STB for any amount drawn under any Letter of Credit has but not yet so applied) plus the aggregate face amounts of all Letters of Credit then outstanding, or drawn on but not repaid, plus the aggregate amount of Swing Line Loans shall not at any time exceed the Maximum Total Amount and (C) any Letter of Credit shall be issued in the ordinary course of business of the Borrower and its Subsidiaries. Except as otherwise expressly agreed upon by all the Lenders, no Letter of Credit shall have an expiration original expiry date not later more than the earlier of (A) one year after from the date of issuance thereof issuance; provided, however, so long as no Default or Event of Default has occurred and (B) five Business Days prior is continuing and subject to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior other terms and conditions to the Revolving Maturity Date), provided that the renewal issuance of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter , the expiry dates of Letters of Credit is governed by the Uniform Customs and Practice may be extended annually on each anniversary date of their date of issuance for Documentary Creditsan additional period; provided, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreementfurther, the terms of this Agreement shall control. Each Existing that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the Revolving Credit Termination Date. The day of the Closing Date, issuance of each Letter of Credit shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit ExposureBusiness Day.
Appears in 1 contract
Issuance. From time-to-Subject to the terms and conditions of this Agreement, each L/C Issuer severally agrees, from time from to time prior to the Closing Date until 30 days before the Revolving Maturity Date, at upon the request of B▇▇▇▇▇▇▇, and for Borrower’s account, to issue, amend and renew Letters of Credit; provided that, after giving effect to the Borrowerissuance, amendment or renewal of any such Letter of Credit, (w) the Aggregate Revolving Credit Exposure of any Lender shall not exceed its separate Commitment at such time, (x) the Aggregate Revolving Credit Exposure of all Lenders shall not exceed the aggregate outstanding Commitments of all Lenders at such time, (y) the aggregate amount of all such L/C Exposure shall, subject to Section 2.3(b) not at any time exceed $200,000,000 (the “L/C Sublimit”) and (z) solely with respect to Letters of Credit denominated in Canadian Dollars, the Issuing Bank aggregate amount of all Aggregate Revolving Exposure of all Lenders denominated in Canadian Dollars shall not exceed $50,000,000. Each Lender shall, on subject to the terms and conditions hereinafter set forth, issue, increase, purchase (or extend the expiration date of be deemed to have purchased) risk participations in all such Letters of Credit as more fully described in Section 2.6(b)(ii). No such Letter of Credit shall have an expiry date that is more than one year following the date of issuance thereof, but may contain provisions for automatic renewal thereof for periods not in excess of one (1) year, unless otherwise reasonably determined by Agent and the account applicable L/C Issuer, in their respective sole discretion, and no Lender shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the fifth (5th) Business Day prior to the Maturity Date; provided, further that a Letter of Credit may, upon the request of Borrower, be issued or renewed for a period beyond the date that is five (5) Business Days prior to the Maturity Date if such Letter of Credit becomes subject to cash collateralization on such fifth (5th) Business Day prior to the Maturity Date (at 103% of the Borrower face value of such Letter of Credit) or for other arrangements, in each case reasonably satisfactory to Agent and the account of any Loan Party (applicable L/C Issuer, have been provided, and the applicable L/C Issuer has released the Lenders in which case such Borrower and such Loan Party shall be co-applicants writing from their participation obligations with respect to such Letter of CreditCredit on the Maturity Date. Notwithstanding anything to the contrary contained herein, any L/C Issuer may only issue Letters of Credit to the extent permitted by applicable law. If (i) on any Business DayLender is a Defaulting Lender or Agent determines that any of the Lenders is an Impacted Lender, and (ii) the reallocation of that Defaulting Lender’s or Impacted Lender’s L/C Exposure to the other Lenders would reasonably be expected to cause the Aggregate Revolving Credit Exposure of any Lender to exceed its Commitment (an “Affected L/C Issuer”) then no Affected L/C Issuer shall be obligated to issue or renew any Letters of Credit unless the Defaulting Lender or Impacted Lender has been replaced, the L/C Exposure has been cash collateralized to the extent of any shortfall in Commitments, or the Commitment of the other Lenders has been increased in accordance with Section 12.2(c) by an amount sufficient to satisfy Agent that all additional L/C Exposure will be covered by all Lenders who are not Defaulting Lenders or Impacted Lenders. No Notwithstanding anything to the contrary contained herein, no L/C Issuer shall be obligated to issue or renew any Letter of Credit will be issuedif, increased, after giving effect to the issuance or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) renewal thereof the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount L/C Exposure in respect of all Swing Line Advances;
(ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless by such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to L/C Issuer would exceed such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit ExposureL/C Issuer’s L/C Issuer Fronting Sublimit Amount.
Appears in 1 contract
Issuance. From Subject to the terms of this Agreement, from time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the a Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the such Borrower or for the account of any Loan Party Subsidiary of a Borrower (in which case such Borrower and such Loan Party Subsidiary shall be co-applicants with respect to such Letter of Credit) on any Business Day. All Letters of Credit outstanding under the Original Credit Agreement will deemed to be issued under this Agreement on the Closing Date. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus and the aggregate outstanding principal amount of the Swing Line Advances and (yB) the Borrowing Base minus the sum of the aggregate outstanding principal amount of all Revolving Advances and the aggregate outstanding principal amount of the Swing Line Advances;
(ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to 180 days after the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to 180th day after the Revolving Maturity Date), provided that the renewal of ) if such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the such Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder)Application; and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary CreditsCredits (1993 Revision), International Chamber of Commerce Publication No. 600 500, or any successor to such publication or to the International Standby Practices (1998), International Chamber of Commerce Publication No. 590, or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Sources: Credit Agreement (Total Gas & Electricity (PA) Inc)
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shallEach LC Issuer hereby agrees, on the terms and conditions hereinafter set forthforth in this Agreement, issueto issue standby letters of credit denominated in U.S. dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or extend otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the expiration date of Letters of Credit for Closing Date and prior to the account Termination Date upon the request of the Borrower Company; provided, however, that in no event shall (i) immediately after each such Facility LC is issued or for Modified, the account Aggregate Outstanding Credit Exposure exceed the Available Aggregate Commitment, (ii) immediately after each such Facility LC is issued or Modified, the amount of the LC Obligations exceed $50,000,000, (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any Loan Party LC Issuer exceed (in which case such Borrower and such Loan Party shall be co-applicants x) $50,000,000, with respect to such Letter each of Credit) on any Business Day. No Letter of Credit will be issuedBarclays Bank PLC, increasedJPMorgan Chase Bank, or extended:
(i) if such issuanceN.A. and Union Bank, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit N.A. and (By) an amount equal $2,697,431, with respect to ▇▇▇▇▇ Fargo Bank, National Association and (1iv) the aggregate Revolving Commitments minus (2) the sum of a Facility LC (x) be issued later than 30 days prior to the aggregate outstanding principal amount of all Revolving Advances plus scheduled Termination Date, (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has have an expiration expiry date not later than the earlier of (A1) the date one year after the date of the issuance thereof of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and (B) five Business Days provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods expiry date then in effect) and (which shall in no event extend beyond 2) the fifth Business Day prior to the Revolving Maturity Date)scheduled Termination Date or (z) provide for time drafts. Notwithstanding the foregoing, provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter letters of credit application referred identified on Schedule 3.1 (the “Existing LCs”) shall be deemed to in be “Facility LCs” issued on the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as Closing Date for all purposes of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit ExposureDocuments.
Appears in 1 contract
Issuance. From time-to-time to time from the Closing Date date of this Agreement until 30 days three months before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the expiration date Expiration Date of Letters of Credit Credit, and the Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower (for its own benefit or for the account benefit of any Loan Party (in which case such Borrower and such Loan Party of its Subsidiaries); provided that no Existing Letter of Credit shall be co-applicants with respect renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to such Citibank of a request for an issuance of a Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended:
extended (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (Ax) the Letter of Credit Sublimit and $100,000,000 or (By) an amount equal to (1A) the aggregate Revolving Total Commitments minus less (2) the sum of (xB) the aggregate outstanding principal amount Advances and Letter of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
Credit Exposure at such time; (ii) unless such Letter of Credit has an expiration date Expiration Date not later than the earlier of (A) one year after the date of issuance thereof (unless the Administrative Agent shall otherwise consent in writing to a later date) and (B) five Business Days on or prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at (iii) unless the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal face amount of such Letter of Credit is cancelable upon at least 30 days’ notice prior equal to the then current expiration date of or greater than $100,000 and such Letter of Credit given by the Issuing Bank is otherwise in form and substance acceptable to the beneficiary of such Letter of Credit;
respective Issuing Bank; (iiiiv) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
a standby letter of credit; (ivv) unless the Borrower has delivered to the respective Issuing Bank a the completed and executed Letter of Credit Application Documents (other than with respect to the Existing Letters Letter of Credit Credit) on such Issuing Bank’s standard form, which are deemed issued hereunder)shall contain terms no more restrictive than the terms of this Agreement; and
(vvi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 Standby Practices (1998) (“ISP”) or any successor to the ISP; and (vii) unless no Default has occurred and is continuing or would result from the issuance of such publicationLetter of Credit. If the terms of any letter of credit application the Letter of Credit Documents referred to in the foregoing clause (ivv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Sources: Senior Unsecured Credit Agreement (LaSalle Hotel Properties)
Issuance. From time-to-time time‑to‑time from the Closing Date until 30 91 days before the Revolving Maturity Date, at the request of the a Borrower, the any Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower Company or for the account any of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) its Subsidiaries on any Business Day. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter lesser of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus and (2) the Collateral Coverage Amount minus (B) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) and the aggregate outstanding principal amount of all Swing Line the Swingline Advances;
(ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; thereof, provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the such Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Creditperiods;
(iii) unless such Letter of Credit is (A) issued in a currency that is an Agreed Currency and (B) is otherwise in form and substance acceptable to the such Issuing Bank in its sole discretionBank;
(iv) unless such Borrower or Issuing Bank has delivered notice of such request for and issuance of such Letter of Credit to the Administrative Agent;
(v) if requested by such Issuing Bank, unless the Borrower has completed, executed and delivered to the Issuing Bank a completed and executed Letter the Issuing Bank's standard form letter of Credit Application (other than with respect to the Existing Letters credit application for letters of Credit which are deemed issued hereunder)credit; and
(vvi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary CreditsCredits (1993 Revision), International Chamber of Commerce Publication No. 600 500, the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (ivv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Issuance. From Subject to the terms of this Agreement, from time-to-time from the Closing Date until 30 days the fifth Business Days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit (any such issuance, increase of the stated amount or extension of the expiration date, an “Issuance Event”) for the account of the Borrower or for the account of any Loan Party Guarantor (in which case such the Borrower and such Loan Party Guarantor shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extendedextended unless:
(i) if after giving effect to such issuance, increase, or extension would cause Issuance Event the sum of the Letter of Credit Exposure to of all Participants and the outstanding Revolving Advances would not exceed the lesser aggregate Commitments of all Participants at the time of such proposed Issuance Event;
(ii) after giving effect to such Issuance Event the sum of (A) the Letter of Credit Sublimit Exposure with respect to Financial Letters of Credit and Documentary Letters of Credit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advanceswould not exceed $25,000,000;
(iiiii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iiiiv) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole reasonable discretion;
(ivv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters and a completed Letter of Credit which are deemed issued hereunder)Request; and
(vvi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary CreditsCredits (1993 Revision), International Chamber of Commerce Publication No. 600 500 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Issuance. From The parties hereto acknowledge that on and after the Effective Date the Existing Letters of Credit shall be Letters of Credit issued by the Issuing Bank pursuant to this Agreement. Subject to the terms of this Agreement, from time-to-time from the Closing Date until 30 days 15 Business Days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower or for the account of any Loan Party Subsidiary of the Borrower (in which case such the Borrower and such Loan Party Subsidiary shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit $15,000,000 and (B) an amount equal to the lesser of (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus and (y2) the Borrowing Base minus the aggregate outstanding principal amount of all Swing Line Revolving Advances;
(ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole reasonable discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder)Application; and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary CreditsCredits (1993 Revision), International Chamber of Commerce Publication No. 600 500 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Sources: Credit Agreement (Diamondback Energy Services, Inc.)
Issuance. From time-to-time to time from the Closing Date date of this Agreement until 30 days before prior to the Revolving Maturity Commitment Termination Date, at the request of the Borrower, the Issuing Bank Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Expiration Date of, Letters of Credit for the account of the Borrower or for the account of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit $5,000,000 and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line AdvancesUnused Commitment Amount;
(ii) unless such Letter of Credit has an expiration date Expiration Date not later than the earlier of (A) one year 12 months after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided thator, any if extendable beyond such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date)period, provided that the renewal of unless such Letter of Credit is cancelable upon at least not more than 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank Lender to the beneficiary of such Letter of Credit) and (B) the Maturity Date;
(iii) unless such Letter of Credit is Documents are in form and substance acceptable to the Issuing Bank Lender in its sole discretion;
(iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person;
(v) unless the Borrower has delivered to the Issuing Bank Lender a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder)Application; and
(vvi) unless such Letter of Credit is governed by either (B) the Uniform Customs and Practice for Documentary CreditsCredits (1993 Revision), International Chamber of Commerce Publication No. 600 500 (or any successor to such publication) or (A) the International Standby Practices 1998, Institute of International Banking Law & Practice (or any successor to such publication). If the terms of any letter Letter of credit application Credit Application referred to in the foregoing clause (ivv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Issuance. From time-to-Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until 30 the date thirty (30) days before prior to the Revolving Maturity DateDate as the Borrower may request, at the request of the Borrower, in a form acceptable to the Issuing Bank shallLender; provided, on the terms and conditions hereinafter set forthhowever, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower or for the account of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended:
that (i) if such issuancethe LOC Obligations outstanding shall not at any time exceed FIVE MILLION DOLLARS ($5,000,000) (the “LOC Committed Amount”), increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2ii) the sum of (xA) the aggregate outstanding principal amount of all Revolving Advances Loans plus (yB) the LOC Obligations plus (C) the Aggregate Derivative Reserve Amount, shall not exceed the Revolving Committed Amount and (iii) the sum of (A) the aggregate outstanding principal amount of all Swing Line Advances;
Revolving Loans plus (iiB) unless such the LOC Obligations plus (C) the Aggregate Derivative Exposure Amount, plus (D) the then-outstanding Term Loan Obligations shall not exceed the Borrowing Base. No Letter of Credit has shall (x) have an expiration original expiry date not later more than the earlier of (A) one year after from the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, that any such Letter of Credit with may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a one-year tenor may expressly provide that it is renewable at the option of specific time period unless the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ Lender gives notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
Credit at least a specified time period prior to the expiry date then in effect) or (iiiy) unless such as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit is in form and substance acceptable to shall comply with the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed related LOC Documents. The issuance dates of each Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit ExposureBusiness Day.
Appears in 1 contract
Issuance. From time-to-Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until 30 the date thirty (30) days before prior to the Revolving Maturity DateDate as the Borrower may request, at the request of the Borrower, in a form acceptable to the Issuing Bank shallLender; provided, on the terms and conditions hereinafter set forthhowever, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower or for the account of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended:
that (i) if such issuance, increase, or extension would cause the Letter LOC Obligations outstanding shall not at any time exceed TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000) (the "LOC Committed Amount") and (ii) the sum of Credit Exposure to the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swing Line Loans outstanding shall not at any time exceed the lesser of (A) the Letter of Credit Sublimit Revolving Committed Amount and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum Borrowing Base. No Letter of Credit shall (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has have an expiration original expiry date not later more than the earlier of (A) one year after from the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, that any such Letter of Credit with may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a one-year tenor may expressly provide that it is renewable at the option of specific time period unless the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ Lender gives notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
Credit at least a specified time period prior to the expiry date then in effect) or (iiiy) unless such as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit is in form shall comply with the related LOC Documents. The issuance and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed expiry dates of each Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit ExposureBusiness Day.
Appears in 1 contract
Sources: Loan Agreement (Aaipharma Inc)
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shallEach Issuer hereby agrees, on the terms and conditions hereinafter set forthforth in this Agreement, issueto issue Letters of Credit and to renew, extend, increase, decrease or extend the expiration date of #89365364v21 otherwise modify Letters of Credit for (“Modify,” and each such action a “Modification”), from time to time from and including the account date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Borrower or Parent and for the account of any Loan Party (in which case such Borrower and such Loan Party Borrower; provided that a Letter of Credit shall be co-applicants with respect issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of CreditCredit (as Modified, if applicable) on would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Business DayLender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) shall have an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has an expiration expiry date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, provided no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the renewal issuance of such Letter of Credit is cancelable in particular or shall impose upon at least 30 days’ notice prior such Issuer with respect to the then current expiration date of such any Letter of Credit given by the Issuing Bank to the beneficiary of any restriction or reserve or capital requirement (for which such Letter of Credit;
(iiiIssuer is not otherwise compensated) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor unreimbursed loss, cost or expense which was not applicable, in effect and known to such publication. If Issuer as of the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms date of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposureit.
Appears in 1 contract
Sources: Revolving Credit Agreement (Air Products & Chemicals Inc /De/)
Issuance. From time-to-time from The Issuing Lender has heretofore issued the Closing Date until 30 days before the Revolving Maturity Date, at the request Existing Letters of the Borrower, the Issuing Bank shall, on Credit. Subject to the terms and conditions hereinafter hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forthforth herein, the Issuing Lender agrees to issue, increaseand each U.S. Lender and each Multicurrency Lender severally agrees to participate in the issuance by the Issuing Lender of, or extend the expiration date of standby and trade Letters of Credit for in U.S. Dollars from time to time during the account of Commitment Period as the Borrower or for Company may request, in a form acceptable to the account of Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any Loan Party time exceed ONE HUNDRED MILLION DOLLARS (in which case such Borrower $100,000,000) (the "LOC Committed Amount") and such Loan Party shall be co-applicants (ii) the aggregate Dollar Amount with respect to such Letter principal of Credit) on any Business Dayoutstanding U.S. Revolving Loans plus outstanding Multicurrency Revolving Loans plus outstanding Swingline Loans plus all LOC Obligations shall not exceed the sum of the U.S. Revolving Committed Amount plus the Multicurrency Revolving Committed Amount. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of shall (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has have an expiration original expiry date not later more than the earlier of (A) one year after from the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each an Existing Letter of Credit) or (y) as originally issued or as extended, as have an expiry date extending beyond the Termination Date. Each Letter of Credit shall comply with the Closing Date, related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit ExposureBusiness Day.
Appears in 1 contract
Sources: Credit Agreement (Hercules Inc)
Issuance. From time-to-Subject to the terms and conditions hereof and of the Letter of Credit Documents, if any, and any other terms and conditions which the Issuing Bank may reasonably require, the Lenders will participate in the issuance by the Issuing Bank from time to time of such Letters of Credit in Dollars from the Closing Date until 30 days before the Maturity Date as the Borrower may request, in a form reasonably acceptable to the Issuing Bank; provided, however, that (a) the Letter of Credit Obligations outstanding shall not at any time exceed the Letter of Credit Committed Amount and (b) the aggregate Working Capital Obligations outstanding shall not at any time exceed the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower or for the account of any Loan Party (Committed Amount then in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Dayeffect. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of shall (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has have an expiration original expiry date not later more than the earlier of (A) one year after from the date of issuance thereof and or (By) as originally issued or as extended, have an expiry date extending beyond the date that is five (5) Business Days prior to the Revolving Maturity Date; provided thatDate (but, any such Letter subject to the foregoing, may provide for automatic renewal in the absence of Credit with a onenotice of non-year tenor may expressly provide that it is renewable at the option of renewal by the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity DateBank), provided that the Issuing Bank shall not permit any such renewal of such Letter of Credit if it has received notice on or before the day that is cancelable upon at least 30 days’ notice prior to two (2) Business Days before the then current expiration scheduled maturity date of such Letter of Credit given by from the Issuing Bank to Agent or Borrower that one or more of the beneficiary of such Letter of Credit;
(iii) unless such applicable conditions specified in Section 5.2 are not then satisfied. Each Letter of Credit is in form and substance acceptable to shall comply with the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed related Letter of Credit Application (other than Documents. The issuance and expiry date of each Letter of Credit shall comply with respect to the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. The Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant hereunder on the Closing Date, and no request for issuance thereof need be made. Notwithstanding anything to the Revolving Commitments and contrary contained in this Section 3.1, the Issuing Bank shall constitute a portion of the not be obligated to issue any Letter of Credit Exposureat a time when any other Lender is a Defaulting Lender unless the Issuing Bank has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Bank to eliminate the Issuing Bank’s Fronting Exposure (after giving effect to Section 4.11(a)(iii)) with respect to any such Defaulting Lender.
Appears in 1 contract
Sources: Senior Secured Credit Facility (TransMontaigne Partners L.P.)
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on Subject to the terms and conditions hereinafter set forthhereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, during the Commitment Period the Issuing Lender shall issue, increaseand the Revolving Lenders shall participate in, or extend the expiration date of standby Letters of Credit for the account of the Borrower Borrowers (or for a Subsidiary of the account of any Loan Party (Company in which case such Borrower and such Loan Party shall be co-applicants accordance with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended:
clause (i) if such issuancebelow) from time to time upon request in a form acceptable to the Issuing Lender; provided, increasehowever, or extension would cause the Letter of Credit Exposure to exceed the lesser of that (A) the Letter of Credit Sublimit and (B) an amount equal to (1i) the aggregate Revolving Commitments minus amount of LOC Obligations shall not at any time exceed TWENTY MILLION DOLLARS (2$20,000,000) (the “LOC Committed Amount”), (ii) the sum of (x) the aggregate outstanding principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) all Letters of Credit shall be denominated in Dollars or, subject to Section 2.3(k), a Foreign Currency and (iv) Letters of Credit shall be issued for any lawful corporate purposes and shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs. Except as otherwise expressly agreed in writing upon by all the Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Lenders, no Letter of Credit has shall have an expiration original expiry date not later more than the earlier of twelve (A12) one year after months from the date of issuance thereof subject to automatic renewal by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the applicable Borrower; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (B30) five Business Days days prior to the Revolving Maturity Date; provided that, any such . Each Letter of Credit shall comply with a one-year tenor may expressly provide that it is renewable at the option related LOC Documents. The issuance and expiry date of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such each Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such shall be a Business Day. Each Letter of Credit given issued hereunder shall be in a minimum original face amount of $25,000 or such lesser amount as approved by the Issuing Bank to the beneficiary Lender. The Borrowers’ Reimbursement Obligations in respect of such each Existing Letter of Credit;
(iii) unless such Letter , and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. ▇▇▇▇▇ Fargo shall be the Issuing Lender on all Letters of Credit is in form and substance acceptable to issued after the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Closing Date. The Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Creditshall, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter as Letters of Credit Exposurehereunder and subject to and governed by the terms of this Agreement.
Appears in 1 contract
Issuance. From time-to-time from the Original Closing Date until 30 days before the Revolving Credit Maturity Date, at the request of the a Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower Company or for the account any of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) its Subsidiaries on any Business Day. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause (A) the Letter of Credit Exposure to exceed (B) the lesser of (A1) the Letter of Credit Sublimit $75,000,000.00 and (B) an amount equal to (12)(I) the aggregate Revolving Commitments minus (2II) the sum of (x) the aggregate outstanding principal Amount of all Revolving Advances and the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Swingline Advances;
(ii) unless such Letter of Credit Credit, other than a Performance Letter of Credit, has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Credit Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Revolving Credit Maturity Date); provided that any Performance Letter of Credit may have an expiration date not later than thirty (30) Business Day Days prior to the Revolving Credit Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is (A) issued in a currency that is an Agreed Currency and (B) is otherwise in form and substance acceptable to the Issuing Bank in its sole discretionBank;
(iv) unless the such Borrower has delivered to the Issuing Bank a completed and executed Letter request for issuance of Credit Application (other than with respect to letter of credit in the Existing Letters form of Credit which are deemed issued hereunder)the attached Exhibit L; and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary CreditsCredits (1993 Revision), International Chamber of Commerce Publication No. 600 500, the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on Subject to and upon the terms and conditions hereinafter herein set forth, issueso long as no Default or Event of Default has occurred and is continuing, increasethe Issuing Lender will, or extend at any time and from time to time on and after the expiration date Closing Date and prior to the earlier of Letters (i) the seventh day prior to the Revolving Credit Maturity Date and (ii) the Termination Date, and upon request by Matria in accordance with the provisions of Credit SECTION 3.2, issue for the account of Matria one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the Borrower or for Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the account "Letters of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Credit"). The Stated Amount of each Letter of CreditCredit shall not be less than such amount as may be acceptable to the Issuing Lender. Notwithstanding the foregoing:
(a) on any Business Day. No Letter of Credit will shall be issued, increased, or extended:
issued the Stated Amount upon issuance of which (i) if such issuancewould be less than $500,000, increase, or extension would cause (ii) when added to the aggregate Letter of Credit Exposure of the Revolving Credit Lenders at such time, would exceed $5,000,000, or (iii) when added to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount Letter of Credit Exposure of all Revolving Advances plus Credit Lenders at such time, (y) the aggregate principal Dollar Amount of all Revolving Loans then outstanding and (z) the aggregate principal amount of all Swing Line AdvancesSwingline Loans then outstanding, would exceed the aggregate Revolving Credit Commitments at such time;
(iib) unless such No Letter of Credit has an expiration date not shall be issued that by its terms expires later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days seventh day prior to the Revolving Credit Maturity DateDate or, in any event, more than one (1) year after its date of issuance; provided thatprovided, any such however, that a Letter of Credit with a one-year tenor may expressly may, if requested by Matria, provide that it is renewable at the option of by its terms, and on terms acceptable to the Issuing Bank Lender, for additional one-renewal for successive periods of one year periods or less (which shall in no event extend but not beyond the fifth Business Day seventh day prior to the Revolving Credit Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by unless and until the Issuing Bank Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit;; and
(iiic) unless The Issuing Lender shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit is in form and substance acceptable to particular or shall impose upon the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than Lender with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 any restriction or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.reserve or
Appears in 1 contract
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on Subject to and upon the terms and conditions hereinafter herein set forth, issueso long as no Default or Event of Default has occurred and is continuing, increasethe Issuing Lender will, or extend at any Execution time and from time to time on and after the expiration date Initial Closing Date and prior to the earlier of Letters (i) the seventh day prior to the Maturity Date and (ii) the Termination Date, and upon request by the Borrower in accordance with the provisions of Credit SECTION 3.2, issue for the account of the Borrower one or for more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the account Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Credit"). The Stated Amount of each Letter of CreditCredit shall not be less than such amount as may be acceptable to the Issuing Lender. Notwithstanding the foregoing:
(a) on any Business Day. No Letter of Credit will shall be issued, increased, or extended:
issued the Stated Amount upon issuance of which (i) if such issuance, increase, or extension would cause when added to the aggregate Letter of Credit Exposure of the Lenders at such time, would exceed $20,000,000 or (ii) when added to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding Letter of Credit Exposure of all Lenders at such time, (y) the aggregate principal amount of all Revolving Advances plus Loans then outstanding, and (yz) the aggregate outstanding principal amount of all Swing Line AdvancesSwingline Loans then outstanding, would exceed the aggregate Commitments at such time;
(iib) unless such No Letter of Credit has an expiration date not shall be issued that by its terms expires later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days seventh day prior to the Revolving Maturity DateDate or, in any event, more than one (1) year after its date of issuance; provided thatprovided, any such however, that a Letter of Credit with a one-year tenor may expressly may, if requested by the Borrower, provide that it is renewable at the option of by its terms, and on terms acceptable to the Issuing Bank Lender, for additional one-renewal for successive periods of one year periods or less (which shall in no event extend but not beyond the fifth Business Day seventh day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by unless and until the Issuing Bank Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit;; and
(iiic) unless The Issuing Lender shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit is in form and substance acceptable to particular or shall impose upon the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than Lender with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is governed by not otherwise compensated) not in effect on the Uniform Customs and Practice for Documentary CreditsInitial Closing Date, International Chamber of Commerce Publication No. 600 or any successor unreimbursed loss, cost or expense that was not applicable, in effect or known to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, Issuing Lender as of the Initial Closing DateDate and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall be a have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion that one or more of the conditions specified in SECTIONS 4.1 (if applicable) or 4.3 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit Exposurewould violate the provisions of subsection (a) above.
Appears in 1 contract
Sources: Credit Agreement (St Joe Co)
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on Subject to and upon the terms and conditions hereinafter herein set forth, issueso long as no Default or Event of Default has occurred and is continuing, increasethe Issuing Lender will, or extend in reliance on the expiration date agreements of Letters the other Lenders set forth in this ARTICLE IV at any time and from time to time on and after the Effective Date and prior to the earlier of Credit (i) the seventh day prior to the Maturity Date and (ii) the Termination Date, and upon request by the Borrower in accordance with the provisions of SECTION 4.2, issue for the account of the Borrower one or for more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the account Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Credit"). The Stated Amount of each Letter of CreditCredit shall not be less than $100,000 unless otherwise agreed to by the Issuing Lender. Notwithstanding the foregoing:
(a) on any Business Day. No Letter of Credit will shall be issued, increased, or extended:
issued the Stated Amount upon issuance of which (i) if such issuance, increase, or extension would cause when added to the aggregate Letter of Credit Exposure to of the Lenders at such time, would exceed the lesser of (A) the Letter of Credit Sublimit and or (Bii) an amount equal when added to (1) the aggregate Revolving Commitments minus (2) the sum of (xy) the aggregate outstanding Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Credit Outstandings and Swing Line AdvancesOutstandings, would exceed the Total Revolving Credit Commitment at such time;
(iib) unless such No Letter of Credit has an expiration date not shall be issued that by its terms expires later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days seventh day prior to the Revolving Maturity DateDate or, in any event, more than one (1) year after its date of issuance; provided thatprovided, any such however, that a Letter of Credit with a one-year tenor may expressly may, if requested by the Borrower, provide that it is renewable at the option of by its terms, and on terms acceptable to the Issuing Bank Lender, for additional one-renewal for successive periods of one year periods or less (which shall in no event extend but not beyond the fifth Business Day seventh day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by unless and until the Issuing Bank Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit;; and
(iiic) unless The Issuing Lender shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit is in form and substance acceptable to particular or shall impose upon the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than Lender with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is governed by not otherwise compensated) not in effect on the Uniform Customs and Practice for Documentary CreditsEffective Date, International Chamber of Commerce Publication No. 600 or any successor unreimbursed loss, cost or expense that was not applicable, in effect or known to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, Issuing Lender as of the Closing DateEffective Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall be a have actual knowledge, or shall have received notice from any Lender prior to the issuance of such Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion that one or more of the conditions specified in SECTIONS 7.1 (if applicable) or 7.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit Exposurewould violate the provisions of subsection (a) above, or (iii) the issuance of such Letter of Credit would violate the policies of the Issuing Lender.
Appears in 1 contract
Issuance. From time-to-time from the Closing Effective Date until 30 days before the Revolving Credit Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date Expiration Date of Letters of Credit for the account of the Borrower or for the account of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will shall be issued, increased, or extended:
(i) if unless such issuance, increase, extension or extension conversion would not cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and $20,000,000.00 or (B) an amount equal to (1) the aggregate Revolving Credit Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Credit Advances;
(ii) unless such Letter of Credit has an expiration date Expiration Date not later than the earlier of (A) one year twelve months after the date of issuance thereof and or (B) five Business Days prior to the Revolving Credit Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such the Letter of Credit is Documents executed in connection with Letters of Credit are in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person;
(v) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder)Application; and
(vvi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary CreditsCredits (1993 Revision), International Chamber of Commerce Publication No. 600 500 or any successor to such publication. If the terms of any letter Letter of credit application Credit Application referred to in the foregoing clause (ivv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Issuance. From time-to-Each Issuing Bank hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit denominated in Dollars (each, a “Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify each Letter of Credit (“Modify,” and each such action a “Modification”), from time to time from the Closing Date until 30 days to the fifth Business Day before the Revolving Maturity Date, at Facility Termination Date upon the request of the Borrower, for the Issuing Bank shallbenefit of Borrower or its Subsidiaries, on only if immediately after each Letter of Credit is issued or Modified, each of the terms and conditions hereinafter set forth, issue, increase, or extend following is true:
(i) the expiration date aggregate amount of the outstanding L/C Obligations does not exceed $10,000,000;
(ii) the aggregate amount outstanding Letters of Credit for issued by each Issuing Bank does not exceed $10,000,000;
(iii) the account aggregate amount of the Revolving Exposures does not exceed the aggregate Commitments; and
(iv) the Aggregate Outstanding Credit Exposure does not exceed the Aggregate Commitment. No Letter of Credit may have an expiry date later than the earlier of (x) the fifth Business Day before the Facility Termination Date and (y) one year after its issuance; provided that the expiry date of a Letter of Credit may be up to one year later than the fifth Business Day before the Facility Termination Date if the Borrower has posted on or for before the account fifth Business Day before the Facility Termination Date Cash Collateral in the L/C Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 103% of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants the L/C Obligations with respect to such Letter of Credit) on . Notwithstanding anything herein to the contrary, no Issuing Bank has any Business Day. No obligation to issue any Letter of Credit will the proceeds of which would be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter made available to any Person in violation of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor Section 6.2. Borrower may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing request Letters of Credit which are deemed be issued hereunder); and
(v) unless such Letter of Credit is governed by on behalf of itself and its Subsidiaries, and all the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms provisions of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, (including repayment obligations) shall be a Letter binding and shall apply to all such Letters of Credit deemed to have been whether issued pursuant to the Revolving Commitments and shall constitute a portion on behalf of the Letter of Credit ExposureBorrower or its Subsidiaries.
Appears in 1 contract
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on Subject to and upon the terms and conditions hereinafter herein set -------- forth, issueso long as no Default or Event of Default has occurred and is continuing, increasethe Issuing Lender will, or extend at any time and from time to time on and after the expiration date Closing Date and prior to the earlier of Letters (i) the seventh day prior to the Maturity Date and (ii) the Termination Date, and upon request by the Borrower in accordance with the provisions of Credit Section 3.2, issue for the account of the Borrower one or for more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the account Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Credit"). The Stated Amount of each Letter of CreditCredit shall not be less than $100,000 and there shall not be more than seven (7) on any Business DayLetters of Credit outstanding at one time. Notwithstanding the foregoing:
(a) No Letter of Credit will shall be issued, increased, or extended:
issued the Stated Amount upon issuance of which (i) if such issuance, increase, or extension would cause when added to the aggregate Letter of Credit Exposure of the Lenders at such time, would exceed $5,000,000 or (ii) when added to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding Letter of Credit Exposure of all Lenders at such time, (y) the aggregate principal amount of all Revolving Advances plus Loans then outstanding and (yz) the aggregate outstanding principal amount of all Swing Line AdvancesSwingline Loans then outstanding, would exceed the aggregate Revolving Credit Commitments at such time;
(iib) unless such No Letter of Credit has an expiration date not shall be issued that by its terms expires later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days seventh day prior to the Revolving Maturity DateDate or, in any event, more than one (1) year after its date of issuance; provided thatprovided, any such however, that a Letter of Credit with a one-year tenor may expressly -------- ------- may, if requested by the Borrower, provide that it is renewable at the option of by its terms, and on terms acceptable to the Issuing Bank Lender, for additional one-renewal for successive periods of one year periods or less (which shall in no event extend but not beyond the fifth Business Day seventh day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by unless and until the Issuing Bank Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit;; and
(iiic) unless The Issuing Lender shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit is in form and substance acceptable to particular or shall impose upon the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than Lender with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is governed by not otherwise compensated) not in effect on the Uniform Customs and Practice for Documentary CreditsClosing Date, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to unreimbursed loss, cost or expense that was not applicable, or in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, effect as of the Closing DateDate and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall be a have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion that one or more of the conditions specified in Sections 4.1 (if applicable) or 4.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit Exposurewould violate the provisions of subsection (a) above.
Appears in 1 contract
Sources: Credit Agreement (Us Oncology Inc)
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the The Issuing Bank shallhereby agrees, on the terms and conditions hereinafter set forthforth in this Agreement, issueto issue standby letters of credit denominated in Dollars (each, a “Letter of Credit”) and to renew, extend, increase, decrease or extend otherwise modify each Letter of Credit (“Modify,” and each such action a “Modification”), from time to time from the expiration date Closing Date to the fifth Business Day before the Facility Termination Date upon the request of the Borrower Representative, only if immediately after each Letter of Credit is issued or Modified, each of the following is true:
(i) the aggregate amount of the outstanding L/C Obligations does not exceed $75,000,000;
(ii) the aggregate amount of outstanding Letters of Credit for issued by the account Issuing Bank does not exceed $75,000,000; and
(iii) the Aggregate Revolving Exposure does not exceed the Aggregate Revolving Commitments. No Letter of Credit may have an expiry date later than the earlier of (x) the fifth Business Day before the Facility Termination Date and (y) one year after its issuance; provided that the expiry date of a Letter of Credit may be up to one year later than the fifth Business Day before the Facility Termination Date if the Borrowers has posted on or before the fifth Business Day before the Facility Termination Date Cash Collateral in the L/C Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 105% of the Borrower or for the account of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants L/C Obligations with respect to such Letter of Credit) on . Notwithstanding anything herein to the contrary, the Issuing Bank does not have any Business Day. No obligation to issue any Letter of Credit will the proceeds of which would be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter made available to any Person in violation of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit ExposureSection 6.2.
Appears in 1 contract
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shallEach LC Issuer hereby agrees, on the terms and conditions hereinafter set forthout in this Agreement, issueto issue Financial Letters of Credit, Performance Letters of Credit and Documentary Letters of Credit (collectively with the Existing Letters of Credit, each, a “Facility LC”) and to renew, extend, increase, decrease or extend the expiration date of Letters of Credit for the account of the Borrower or for the account of any Loan Party otherwise modify each Facility LC (in which case “Modify,” and each such Borrower action a “Modification”), from time to time from and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after including the date of issuance thereof this Agreement and (B) prior to the date that is five Business Days prior to its respective Commitment Maturity Date upon the Revolving request of any Borrower or any Restricted Subsidiary; provided that (i) each Facility LC shall be issued in an Agreed Currency, (ii) immediately after each such Facility LC is issued or Modified, the LC Obligations of any LC Issuer may not exceed its LC Commitment (except to the extent of any excess caused by the Excess Existing LC Obligations attributable to an Overadvanced LC Issuer as provided in clause (b) below), (iii) immediately after each such Facility LC is issued or Modified, the aggregate LC Obligations may not exceed the LC Sublimit, (iv) immediately after each such Facility LC is issued or Modified, the Aggregate Outstanding Credit Exposure may not exceed the Aggregate Commitment, and (v) if the expiry date of such Facility LC would occur after the Commitment Maturity Date of any Lender, the stated amount of such Facility LC, together with the undrawn stated amount of all other Facility LCs with expiry dates occurring after such Commitment Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at not exceed the option portion of the Issuing Bank Aggregate Commitment not expiring on such Commitment Maturity Date. In addition, (A) no LC Issuer shall be obligated to issue any Facility LC if (1) such Facility LC has an initial expiry date later than three years after its issuance, unless such LC Issuer agrees to a later expiry date in its sole discretion or (2) such Facility LC contains any provisions for the automatic reinstatement of the maximum stated amount after any drawing thereunder and (B) no LC Issuer shall be under any obligation to increase or extend any Facility LC if (1) such LC Issuer would have no obligation at such time to issue the Facility LC in its modified form under the terms hereof or (2) the beneficiary of such Facility LC does not accept the proposed modification thereto. Any Facility LC may provide for the renewal thereof for additional one-year periods (unless the LC Issuer provides prior notice of non-renewal to the beneficiary, which periods shall not in no any event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration expiry date of such Letter of Credit given by Facility LC more than 12 months beyond the Issuing Bank to respective Commitment Maturity Date. On the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Closing Date, all Existing Letters of Credit which are shall automatically, without any action on the part of any Person, be deemed to be Facility LCs issued and outstanding hereunder); and
(v) unless such Letter of Credit is , and shall be subject to and governed by the Uniform Customs terms and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposureconditions hereof.
Appears in 1 contract
Issuance. From time-to-(1) Subject to the terms and conditions of this Agreement, LENDER will, from time from to time after the Closing Effective Date until 30 days before the Revolving Maturity Dateand in its accordance with its usual and customary practices, and at the request of and for the Borroweraccount of BORROWER, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, issue or extend the expiration date of create Letters of Credit for the account benefit of beneficiaries designated by BORROWER. The Letters of Credit and the Borrower various documents related thereto (including the Applications defined below) are herein collectively called “Financing Documents”.
(2) Unless otherwise agreed by LENDER in writing, all shipping documents must be consigned to LENDER.
(3) Unless otherwise agreed by LENDER in writing, LENDER will not issue or for create any Financing Document if the account of any Loan Party (issuance thereof would result in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No more than $3,500,000 in Letter of Credit will be issued, increased, Obligations being Outstanding at any one time or extended:if the issuance thereof would result in a violation of the Lending Formula.
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) Each Financing Document shall provide that drafts drawn thereunder must be presented to LENDER on or prior to 60 days after the Letter issuance thereof (unless otherwise agreed by LENDER), and, in the case of the Letters of Credit, that any acceptances created thereunder shall mature not later than 90 days after the creation thereof in the case of documentary Letters of Credit Sublimit and 360 days n the case of standby Letters of Credit (unless otherwise agreed by LENDER).
(B) an amount equal to (1) In the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit event that any drafts drawn under any Financing Document has an expiration date not or any acceptance has a maturity date later than the earlier Maturity Date and LENDER’s relationship with BORROWER under this Agreement is not extended beyond the Maturity Date, BORROWER must obtain with a source other than LENDER or any LENDER’s Affiliate a replacement Financing Document, Letter of Credit or acceptance as the case may be or secure BORROWER’s obligations thereunder with cash collateral in an amount satisfactory to LENDER acting in good faith using reasonable commercial judgment.
(A5) one year after the date BORROWER shall give notice to LENDER of a request for issuance thereof and (B) five of any Financing Document not less than 2 Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor proposed issuance date (which prescribed time period may expressly provide that it is renewable be waived at the option of LENDER in the Issuing Bank for additional one-year periods exercise of its sole discretion). Each such notice shall specify: (A) the requested date of such issuance (which shall in no event extend beyond be a Business Day); (B) the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal maximum amount of such Letter of Credit is cancelable upon at least 30 days’ notice prior to Financing Document; (C) the then current expiration date of such Letter Financing Document; (D) the purpose of Credit given by such Financing Document; (E) the Issuing Bank to name and address of the beneficiary of such Letter of Credit;Financing Document; and (F) the required documents under any such Financing Document.
(iii6) unless Notwithstanding the foregoing, LENDER shall not be under any obligation to issue or create any Financing Document if at the time of such Letter issuance any order, judgment or decree of any governmental authority or arbitrator shall purport by its terms to enjoin or restrain LENDER from issuing such Financing Document or any requirement of law applicable to LENDER or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over LENDER shall prohibit, or request that LENDER refrain from, the issuance of Letters of Credit is generally or any such Financing Documents in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than particular, or shall impose upon LENDER with respect to any Financing Document any requirement (for which LENDER is not otherwise compensated) not in effect on the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Creditsdate hereof, International Chamber of Commerce Publication No. 600 or any successor unreimbursed loss, cost or expense which was not applicable, in effect or known to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, LENDER as of the Closing Date, shall be a Letter of Credit deemed date hereof and which LENDER in good ▇▇▇▇▇ ▇▇▇▇▇ material to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposureit.
Appears in 1 contract
Sources: Loan and Security Agreement (Five Star Products Inc)
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on Subject to the terms and conditions hereinafter set forthhereof and of the LOC Documents, issueif any, increaseand any other terms and conditions which Lender may reasonably require, or extend prior to the expiration date of Maturity Date Lender shall issue Letters of Credit for the account of Borrower from time to time upon request by Borrower in a form reasonably acceptable to Lender; provided, however, that (i) either (A) if the Borrower Accordion Facility has not been Activated, the sum of outstanding Revolving Advances plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount or for (B) if the account Accordion Facility has been activated, the sum of outstanding Revolving Advances, plus outstanding Accordion Advances, plus outstanding LOC Obligations shall not at any Loan Party time exceed the aggregate of the Revolving Committed Amount plus the then applicable Effective Accordion Note Amount, (in which case such Borrower and such Loan Party ii) all Letters of Credit shall be co-applicants with respect to such Letter denominated in U.S. Dollars and (iii) Letters of Credit) on any Business DayCredit shall be issued for lawful corporate. No Letter of Credit will be issued, increased, or extended:
(i) if such shall have an original expiry date more than one year from the date of issuance, increaseunless otherwise agreed to by Lender; provided, however, so long as no Default or extension would cause Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of Borrower or by operation of the terms of the applicable Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has an expiration a date not later more than the earlier of (A) one year after from the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Dateextension; provided thatprovided, any such Letter of Credit with a one-year tenor may expressly provide further, that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is one (1) year after the Maturity Date. Each Letter of Credit shall comply with the Closing Date, related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Borrower's Reimbursement Obligations in respect of each Existing Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the new Letter of Credit Exposure.shall be governed by the terms of this Credit Agreement
Appears in 1 contract
Sources: Credit and Security Agreement (Sun Hydraulics Corp)
Issuance. From time-to-time to time from the Closing Date date of this Agreement until 30 days three months before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the expiration date of Letters of Credit for the account of the Borrower (for its own benefit or for the account benefit of any Loan Party (of its Subsidiaries). Upon the Effective Date, but subject to the limitations contained in which case such Borrower and such Loan Party the following sentence, each Existing Letter of Credit shall be co-applicants with respect automatically converted to such a Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended:
extended and no Existing Letter of Credit will be converted to a Letter of Credit (i) if such issuance, increase, extension or extension conversion would cause the Letter of Credit Exposure to exceed the lesser of (Ax) the Letter of Credit Sublimit and $10,000,000 or (By) an amount equal to (1A) the aggregate Revolving Commitments minus less (2B) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
Exposure at such time; (ii) unless such Letter of Credit has an expiration date Expiration Date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days ten (10) days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
Bank; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Bank a the completed and executed Letter of Credit Application Documents (other than with respect to the Existing Letters Letter of Credit Credit) on such Issuing Bank’s standard form, which are deemed issued hereunder)shall contain terms no more restrictive than the terms of this Agreement; and
(vvi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 Standby Practices (1998) (“ISP”) or any successor to the ISP; and (vii) unless no Default has occurred and is continuing or would result from the issuance of such publicationLetter of Credit. If the terms of any letter of credit application the Letter of Credit Documents referred to in the foregoing clause (ivv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Interstate Hotels & Resorts Inc)
Issuance. From time-to-time from the Closing Date date of this Agreement until 30 days four months before the Revolving Tranche A Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower or for the account of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause (A) the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus $20,000,000 or (2) the sum of (x) aggregate Tranche A Commitments less the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Tranche A Advances;
(ii) unless such Letter of Credit has an expiration date Expiration Date not later than the earlier of (A) one year 13 months after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided thator, any if extendable beyond such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date)period, provided that the renewal of unless such Letter of Credit is cancelable cancellable upon at least 30 120 days’ ' notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit) and (B) the Tranche A Maturity Date;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person;
(v) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter letter of Credit Application (other than with respect to credit application on the Existing Letters Issuing Bank's standard form, which application for the initial Issuing Bank is in the form of Credit which are deemed issued hereunder)the attached Exhibit G; and
(vvi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary CreditsCredits (1993 Revision), International Chamber of Commerce Publication No. 600 500 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (ivv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter Notwithstanding the foregoing, if the Agent and the Banks permit the Expiration Date of Credit, as of the Closing Date, shall be a any Letter of Credit deemed to have been issued pursuant extend beyond the Tranche A Maturity Date, the Borrower shall deposit with the Agent into the Cash Collateral Account on the Tranche A Maturity Date an amount of cash equal to the Revolving Commitments and shall constitute a portion outstanding Letter of Credit Exposure as security for the Obligations to the extent the Letter of Credit ExposureObligations are not otherwise paid at such time.
Appears in 1 contract
Issuance. From time-to-time to time from the Closing Date date of this Agreement until 30 days three months before the Revolving Maturity Date, at the request of the any Borrower, the each Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend or extend the expiration date of Letters of Credit for the account of the Borrowers (for the benefit of a Borrower or for the account benefit of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Daythe other Subsidiaries of the Company). No Letter of Credit will be issued, increased, increased or extended:
extended (i) if such issuance, increase, increase or extension would cause the Letter of Credit Exposure to exceed the lesser of (Aa) the Letter of Credit Sublimit and $125,000,000 or (Bb) an amount equal to the remainder of (1) the lesser of the Borrowing Base or the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all the Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
and Swingline Advances at such time; (ii) unless such Letter of Credit has an expiration date Expiration Date not later than the earlier of (A) one year after the date of issuance thereof and or (B) five Business Days prior to days before the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the respective Issuing Bank in its sole discretion;
; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person, other than a Letter of Credit issued in substitution of any letter of credit outstanding on the Effective Date and listed on Schedule 1.1(b); (v) unless the Borrower requesting such Letter of Credit has delivered to the respective Issuing Bank a completed and executed Letter letter of Credit Application credit application on such Issuing Bank's standard form, which shall contain terms no more restrictive than the terms of this Agreement; and (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(vvi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary CreditsCredits (1993 Revision), International Chamber of Commerce Publication No. 600 500 ("UCP") or any successor to such publicationthe UCP. If the terms of any letter of credit application referred to in the foregoing clause (ivv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Issuance. From time-to-Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Bank may reasonably require, the Banks will participate in the Existing Letters of Credit and in the issuance by the Issuing Banks from time to time of such Letters of Credit from the Closing Date until 30 the Termination Date as the Borrower or any other Credit Party may request in a form acceptable to the Issuing Bank; provided, however, that (i) the aggregate amount of Trade LOC Obligations shall not at any time exceed $70,000,000 (the "Trade LOC Committed Amount"), (ii) the aggregate amount of Standby LOC Obligations shall not at any time exceed $10,000,000 (the "Standby LOC Committed Amount"), (iii) the sum of Committed Revolving Loans plus Swingline Loans plus LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount and (iv) Standby Letters of Credit shall be issued solely for the purpose of supporting workers' compensation and other insurance programs. Except as otherwise expressly agreed upon by all the Banks, no Standby Letter of Credit shall have an original expiry date more than one year from the date of issuance and no Trade Letter of Credit shall have an original expiry date more than 210 days before following the Revolving Maturity Datedate of issuance thereof; provided, at however, so long as no Default or Event of Default has occurred and is continuing and subject to the request other terms and conditions to the issuance of Standby Letters of Credit hereunder, the Borrowerexpiry dates of Standby Letters of Credit will be extended annually on each anniversary date of their date of issuance for an additional period not to exceed one year; provided, further, that no Letter of Credit, whether Standby or Trade, as originally issued or as extended, shall have an expiry date extending beyond the Termination Date except that prior to the Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Termination Date if, and to the extent that, the responsible Credit Party shall provide cash collateral to the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for issuance or extension in an amount equal to the account of the Borrower or for the account of any Loan Party (in which case such Borrower and such Loan Party shall maximum amount available to be co-applicants with respect to drawn under such Letter of Credit) on any Business Day. No Each Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit ExposureBusiness Day.
Appears in 1 contract
Sources: Credit Agreement (Tultex Corp)
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on Subject to and upon the terms and conditions hereinafter herein -------- set forth, issueso long as no Default or Event of Default has occurred and is continuing, increaseFirst Union National Bank, or extend as Issuing Lender, will, at any time and from time to time on and after the expiration date Closing Date and prior to the earlier of Letters (i) the seventh day prior to the Revolving Credit Maturity Date and (ii) the Revolving Credit Termination Date, and upon request by the Borrower in accordance with the provisions of Credit Section 3.2, issue for the account of the Borrower one or for more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by such Issuing Lender, and on the account of any Loan Party (in which case such Borrower and such Loan Party Closing Date Fleet Bank, N.A., as Issuing Lender, shall be co-applicants deemed to have issued the Outstanding Letters of Credit (together with respect to such all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit"); provided, however, that no more than ten (10) Letters of Credit may be outstanding at any time. The Stated Amount of each Letter of CreditCredit shall not be less than such amount as may be acceptable to the Issuing Lender. Notwithstanding the foregoing:
(a) on any Business Day. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, shall have a Stated Amount of less than $20,000 or extension would cause (ii) shall be issued the Stated Amount upon issuance of which (A) when added to the aggregate Letter of Credit Exposure to of the Lenders at such time, would exceed the lesser of (A) the Letter of Credit Sublimit and $10,000,000 or (B) an amount equal when added to (1) the aggregate Revolving Commitments minus (2) the sum of (xy) the aggregate outstanding Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of all Revolving Advances plus (y) Loans then outstanding, would exceed the aggregate outstanding principal amount of all Swing Line AdvancesRevolving Credit Commitments at such time;
(iib) unless such No Letter of Credit has an expiration date not shall be issued that by its terms expires later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days seventh day prior to the Revolving Credit Maturity DateDate or, in any event, more than one (1) year after its date of issuance; provided thatprovided, any such however, -------- ------- that a Letter of Credit with a one-year tenor may expressly may, if requested by the Borrower, provide that it is renewable at the option of by its terms, and on terms acceptable to the Issuing Bank Lender, for additional one-renewal for successive periods of one year periods or less (which shall in no event extend but not beyond the fifth Business Day seventh day prior to the Revolving Credit Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by unless and until the Issuing Bank Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit;; and
(iiic) unless The Issuing Lender shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit is in form and substance acceptable to particular or shall impose upon the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than Lender with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is governed by not otherwise compensated) not in effect on the Uniform Customs and Practice for Documentary CreditsClosing Date, International Chamber of Commerce Publication No. 600 or any successor unreimbursed loss, cost or expense that was not applicable, in effect or known to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, Issuing Lender as of the Closing DateDate and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender or the Administrative Agent, prior to the issuance of such Letter of Credit that one or more of the conditions specified in Sections 4.1 (if applicable) or 4.4 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of subsection (a) above.
(d) The parties hereto agree that each Outstanding Letter of Credit will be treated as if it had been originally issued under this Agreement, and as of the Closing date each Outstanding Letter of Credit shall be deemed to be a Letter of Credit deemed to have been issued pursuant to for all purposes hereunder and under the Revolving Commitments other Credit Documents. Specifically, and shall constitute a portion without limitation of the foregoing or the other provisions of this Article, (i) the Stated Amount of each Outstanding Letter of Credit, for so long as the same shall be outstanding, shall be included in calculating (y) the limit set forth in clause (i) of Section 3.1(a) and (z) the aggregate Letter of Credit Exposure, (ii) each Lender hereby absolutely and unconditionally agrees to purchase as of the Closing Date a participation from Fleet Bank, N.A. in each Outstanding Letter of Credit in accordance with Section 3.3 and to pay to Fleet Bank, N.A., as Issuing Lender, in accordance with Section 3.5, such Lender's pro rata share of each payment made by such Issuing Lender under any Outstanding Letter of Credit, together with interest in accordance with Section 3.5, and (iii) with respect to each Outstanding Letter of Credit, the Issuing Lender shall have the benefit of all rights, agreements, covenants and indemnities of an Issuing Lender set forth in this Agreement and shall comply with all agreements and obligations set forth herein that bind an Issuing Lender, insofar as the same apply to Letters of Credit generally. The Borrower agrees to use its reasonable best efforts to cause the Outstanding Letters of Credit to be replaced by Letters of Credit to be issued by First Union National Bank, as Issuing Lender, as soon as reasonably practicable after the Closing.
Appears in 1 contract
Issuance. From time-to-time from The parties hereto acknowledge that on and after the Closing Original Effective Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shallExisting Facility LCs shall be Facility LCs issued by an Issuer pursuant to this Agreement. Facility LCs issued hereunder may be issued in any Agreed Currency. Each Issuer hereby agrees, on the terms and conditions hereinafter set forthforth in this Agreement and the applicable Issuer LC Agreement, issueif any, to issue Financial Letters of Credit and Performance Letters of Credit (each, a “Facility LC”) and to renew, extend, increase, decrease or extend otherwise modify each Facility LC (“Modify” and each such action, a “Modification”), from time to time from and including the expiration date of Letters of Credit for Original Effective Date and prior to the account fifteenth Business Day prior to the 2012 Termination Date upon the request of the Borrower Borrower; subject to the conditions that, immediately after each such Facility LC is issued or for Modified and after giving effect to any reductions or increases in Commitments and Outstanding Credit Exposures scheduled to occur on the account of any Loan Party (in date on which case each such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issuedFacility LC is issued or Modified, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Aggregate Outstanding Credit Exposure to shall not exceed the lesser of (A) the Letter of Credit Sublimit Aggregate Commitment and (Bii) an amount equal (x) at no time prior to (1) the aggregate Revolving Commitments minus (2) 2010 Termination Date may the sum of (x) the aggregate outstanding principal undrawn stated amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year Facility LCs that expire after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that 2010 Termination Date plus the renewal aggregate amount of such Letter the 2011 Lenders’ and 2012 Lenders’ Pro Rata Shares of Credit is cancelable upon all Loans (including Swing Line Loans) exceed the aggregate amount of the Commitments of all of the 2011 Lenders and 2012 Lenders and (y) at least 30 days’ notice no time prior to the then current expiration date 2011 Termination Date may the sum of such Letter the aggregate undrawn stated amount of Credit given by all outstanding Facility LCs that expire after the Issuing Bank fifth Business Day prior to the beneficiary 2011 Termination Date plus the aggregate amount of such Letter the 2012 Lenders’ Pro Rata Shares of Credit;
all Loans (iiiincluding Swing Line Loans) unless such Letter exceed the aggregate amount of Credit is in form and substance acceptable the Commitments of all of the 2012 Lenders. No Facility LC issued on or after the Original Effective Date shall have an expiry date later than the fifth Business Day prior to the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing 2012 Termination Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Sources: Credit Agreement (Shaw Group Inc)
Issuance. From time-to-time to time from the Closing Date date of this Agreement until 30 days three months before the Revolving Maturity Date, at the request of the Borrower, the each Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the expiration date of Letters of Credit for the account of the Borrower (for its own benefit or for the account benefit of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Dayits Subsidiaries). No Letter of Credit will be issued, increased, or extended:
extended (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (Ax) the Letter of Credit Sublimit and $100,000,000 or (By) an amount equal to (1A) the lesser of the Borrowing Base or the aggregate Revolving Commitments minus less (2) the sum of (xB) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount and Letter of all Swing Line Advances;
Credit Exposure at such time; (ii) unless such Letter of Credit has an expiration date Expiration Date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the respective Issuing Bank in its sole discretion;
; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person, other than a Letter of Credit issued in substitution of any letter of credit outstanding on the Effective Date and listed on Schedule 1.01(b); (v) unless the Borrower has delivered to the respective Issuing Bank a completed and executed Letter letter of Credit Application credit application on such Issuing Bank's standard form, which shall contain terms no more restrictive than the terms of this Agreement; and (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(vvi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary CreditsCredits (1993 Revision), International Chamber of Commerce Publication No. 600 500 ("UCP") or any successor to such publicationthe UCP. If the terms of any letter of credit application referred to in the foregoing clause (ivv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Issuance. From time-to-time to time from the Closing Date date of this Agreement until 30 days three months before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the expiration date of Letters of Credit for the account of the Borrower (for its own benefit or for the account benefit of the Parent or any Loan Party (in which case of the Borrower’s Subsidiaries). Promptly after issuance by the Issuing Bank of a Letter of Credit, such Borrower and such Loan Party Issuing Bank shall be co-applicants with respect to furnish a copy of such Letter of Credit to the Borrower. Each Issuing Bank shall promptly give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Bank (including the amount thereof). Upon the Effective Date, but subject to the limitations contained in the following sentence, each Existing Letter of Credit shall be automatically converted to a Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended:
extended and no Existing Letter of Credit will be converted to a Letter of Credit (i) if such issuance, increase, extension or extension conversion would cause the Letter of Credit Exposure to exceed the lesser of (Ax) the Letter of Credit Sublimit and $10,000,000 or (By) an amount equal to (1A) the aggregate Revolving Commitments minus less (2B) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
Exposure at such time; (ii) unless such Letter of Credit has an expiration date Expiration Date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days ten (10) days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
Bank; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Bank (with a copy to the Administrative Agent) the completed and executed Letter of Credit Application Documents (other than with respect to the Existing Letters Letter of Credit Credit) on such Issuing Bank’s standard form, which are deemed issued hereunder)shall contain terms no more restrictive than the terms of this Agreement; and
and (vvi) unless no Default has occurred and is continuing or would result from the issuance of such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publicationCredit. If the terms of any letter of credit application the Letter of Credit Documents referred to in the foregoing clause (ivv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Interstate Hotels & Resorts Inc)
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on Subject to and upon the terms and conditions hereinafter herein set forth, issueso long as no Default or Event of Default has occurred and is continuing, increasethe Issuing Lender will, or extend at any time and from time to time on and after the expiration date Closing Date and prior to the earlier of Letters (i) the Letter of Credit Maturity Date and (ii) the Revolving Credit Termination Date, and upon request by the Company in accordance with the provisions of Section 3.2, issue for the account of the Borrower Company one or for more irrevocable standby letters of credit denominated in Dollars or any Foreign Currency and in a form customarily used or otherwise approved by the account Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of any Loan Party (in which case such Borrower Credit”). From and such Loan Party after the Closing Date, the Existing Letters of Credit shall be co-applicants Letters of Credit hereunder and the fees set forth in Sections 2.9(c), 2.9(d) and 2.9(e) shall commence with respect to such Letters of Credit on the Closing Date. The Stated Amount of each Letter of CreditCredit shall not be less than such amount as may be acceptable to the Issuing Lender. Notwithstanding the foregoing:
(a) on any Business Day. No Letter of Credit will shall be issued, increased, or extended:
issued if the Stated Amount upon issuance (i) if when added to the aggregate Letter of Credit Exposure of the Revolving Credit Lenders at such issuancetime, increase, or extension would cause exceed the Letter of Credit Subcommitment, (ii) when added to the aggregate Letter of Credit Exposure of the Revolving Credit Lenders at such time with respect to Letters of Credit then outstanding and denominated in a Foreign Currency, would exceed $5,000,000, or (iii) when added to the Aggregate Revolving Credit Exposure, would exceed the lesser aggregate Revolving Credit Commitments at such time;
(b) No Letter of (A) Credit shall be issued that by its terms expires later than the Letter of Credit Sublimit and (B) an amount equal to Maturity Date or, in any event, more than one (1) the aggregate Revolving Commitments minus (2) the sum year after its date of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such issuance; provided, however, that a Letter of Credit has an expiration date not later than may, if requested by the earlier Company, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of (A) one year after or less (but not beyond the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that unless and until the renewal Issuing Lender shall have delivered a notice of such Letter of Credit is cancelable upon nonrenewal at least 30 days’ notice days prior to the then current expiration date of such Letter of Credit given by the Issuing Bank expiry thereof to the beneficiary of such Letter of Credit;; and
(iiic) unless The Issuing Lender shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit is in form and substance acceptable to particular or shall impose upon the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than Lender with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is governed by not otherwise compensated) not in effect on the Uniform Customs and Practice for Documentary CreditsClosing Date, International Chamber of Commerce Publication No. 600 or any successor unreimbursed loss, cost or expense that was not applicable, in effect or known to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, Issuing Lender as of the Closing DateDate and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall be a have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion that one or more of the conditions specified in Section 4.1 (if applicable) or Section 4.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit Exposurewould violate the provisions of Section 3.1(a).
Appears in 1 contract
Issuance. From time-to-time to time from the Closing Date date of this Agreement until 30 days before prior to the Revolving Maturity Commitment Termination Date, at the request of the Borrower, the Issuing Bank Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Expiration Date of, Letters of Credit for the account of the Borrower or for the account of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit $5,000,000 and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line AdvancesUnused Commitment Amount;
(ii) unless such Letter of Credit has an expiration date Expiration Date not later than the earlier of (A) one year 12 months after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided thator, any if extendable beyond such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date)period, provided that the renewal of unless such Letter of Credit is cancelable upon at least not more than 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank Lender to the beneficiary of such Letter of Credit) and (B) the Maturity Date;
(iii) unless such Letter of Credit is Documents are in form and substance acceptable to the Issuing Bank Lender in its sole discretion;
(iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person;
(v) unless the Borrower has delivered to the Issuing Bank Lender a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder)Application; and
(vvi) unless such Letter of Credit is governed by either (A) the Uniform Customs and Practice for Documentary CreditsCredits (1993 Revision), International Chamber of Commerce Publication No. 600 500 (or any successor to such publication) or (B) the International Standby Practices 1998, Institute of International Banking Law & Practice (or any successor to such publication). If the terms of any letter Letter of credit application Credit Application referred to in the foregoing clause (ivv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on Subject to the terms and conditions hereinafter set forthhereof and of the LOC Documents, issueif any, increaseand any other terms and conditions which Lender may reasonably require, or extend prior to the expiration date of Maturity Date Lender shall issue Letters of Credit for the account of Borrower from time to time upon request by Borrower in a form reasonably acceptable to Lender; provided, however, that (i) either (A) if the Borrower Accordion Facility has not been Activated, the sum of outstanding Revolving Advances plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount or for (B) if the account Accordion Facility has been activated, the sum of outstanding Revolving Advances, plus outstanding Accordion Advances, plus outstanding LOC Obligations shall not at any Loan Party time exceed the aggregate of the Revolving Committed Amount plus the then applicable Effective Accordion Note Amount, (in which case such Borrower and such Loan Party ii) all Letters of Credit shall be co-applicants with respect to such Letter denominated in U.S. Dollars and (iii) Letters of Credit) on any Business DayCredit shall be issued for lawful corporate. No Letter of Credit will be issued, increased, or extended:
(i) if such shall have an original expiry date more than one year from the date of issuance, increaseunless otherwise agreed to by Lender; provided, however, so long as no Default or extension would cause Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of Borrower or by operation of the terms of the applicable Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has an expiration a date not later more than the earlier of (A) one year after from the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Dateextension; provided thatprovided, any such Letter of Credit with a one-year tenor may expressly provide further, that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is one (1) year after the Maturity Date. Each Letter of Credit shall comply with the Closing Date, related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the new Letter of Credit Exposure.shall be governed by the terms of this Credit Agreement
Appears in 1 contract
Sources: Credit and Security Agreement (Sun Hydraulics Corp)
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on Subject to the terms and conditions hereinafter set forthhereof and of the LOC Documents, if any, during the Commitment Period the Issuing Lender shall issue, increaseand the Lenders shall participate in, or extend the expiration date of Letters of Credit for the account of the Borrower or for from time to time upon request in a form acceptable to the account of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issuedIssuing Lender; provided, increasedhowever, or extended:
that (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus amount of LOC Obligations shall not at any time exceed ONE HUNDRED FIFTEEN MILLION DOLLARS (2$115,000,000) (the “LOC Committed Amount”), (ii) the sum of (x) the aggregate outstanding principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the Revolving Committed Amount, (iii) all Revolving Advances plus Letters of Credit shall be denominated in Dollars and (yiv) Letters of Credit shall be issued for lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs. Except as otherwise expressly agreed upon by all the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Lenders, no Letter of Credit has shall have an expiration original expiry date not later more than the earlier of (A) one year after twelve months from the date of issuance thereof issuance; provided, however, so long as no Default or Event of Default has occurred and (B) five Business Days prior is continuing and subject to the Revolving Maturity Date; provided thatother terms and conditions applicable to the issuance of Letters of Credit hereunder, any such the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit with to a one-year tenor may expressly provide that it is renewable at date not more than twelve months from the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder)extension; and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Creditsprovided, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreementfurther, the terms of this Agreement shall control. Each Existing that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty days prior to the Maturity Date. Each Letter of Credit shall comply with the Closing Date, related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Letter Business Day. Any Letters of Credit deemed to have been issued pursuant to hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the Revolving Commitments and shall constitute a portion of the Letter of Credit ExposureIssuing Lender.
Appears in 1 contract
Issuance. From time-to-time to time from the Closing Date date of this Agreement until 30 days three months before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the expiration date of Letters of Credit for the account of the Borrower (for its own benefit or for the account benefit of the Parent or any Loan Party (in which case of the Borrower’s Subsidiaries). Promptly after issuance by the Issuing Bank of a Letter of Credit, such Borrower and such Loan Party Issuing Bank shall be co-applicants with respect to furnish a copy of such Letter of Credit to the Borrower. Each Issuing Bank shall promptly give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Bank (including the amount thereof). Upon the Effective Date, but subject to the limitations contained in the following sentence, each Existing Letter of Credit shall be automatically converted to a Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extendedextended and no Existing Letter of Credit will be converted to a Letter of Credit:
(i) if such issuance, increase, extension or extension conversion would cause the Letter of Credit Exposure to exceed the lesser of (Ax) the Letter of Credit Sublimit and $5,000,000 or (By) an amount equal to (1A) the aggregate Revolving Commitments minus less (2B) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line AdvancesExposure at such time;
(ii) unless such Letter of Credit has an expiration date Expiration Date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days fifteen (15) days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods ;
(which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of iii) unless such Letter of Credit is cancelable upon at least 30 days’ notice prior to a standby letter of credit not supporting the then current expiration date repayment of such Letter indebtedness for borrowed money of Credit given by the Issuing Bank to the beneficiary of such Letter of Creditany Person;
(iiiiv) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretionBank;
(ivv) unless the Borrower has delivered to the Issuing Bank (with a copy to the Administrative Agent) the completed and executed Letter of Credit Application Documents (other than the Letter of Credit) on such Issuing Bank’s standard form, which shall contain terms no more restrictive than the terms of this Agreement;
(vi) if a default of any Lender’s obligations to fund under Section 2.13(c) exists or any Lender is at such time a Defaulting Lender or an Impacted Lender hereunder, unless the applicable Issuing Bank has entered into arrangements satisfactory to the Issuing Bank with the Borrower or such Lender to eliminate the Issuing Bank’s risk with respect to the Existing Letters of Credit which are deemed issued hereunder)such Lender; and
(vvii) unless no Default has occurred and is continuing or would result from the issuance of such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publicationCredit. If the terms of any letter of credit application the Letter of Credit Documents referred to in the foregoing clause (ivv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Interstate Hotels & Resorts Inc)
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on Subject to the terms and conditions hereinafter set forthhereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, during the Commitment Period the Issuing Lender shall issue, increaseand the U.S. Revolving Lenders shall participate in, standby or extend the expiration date of commercial Letters of Credit denominated in Dollars for the account of the Borrower or for Domestic Borrowers from time to time upon request in a form acceptable to the account Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any Loan Party time exceed TWENTY-FIVE MILLION DOLLARS (in which case such Borrower $25,000,000) (the “LOC Committed Amount”), (ii) the Aggregate U.S. Revolving Exposure shall not exceed the Revolving Availability Amount and such Loan Party (iii) Letters of Credit shall be co-applicants with respect issued for any lawful corporate purposes and shall be issued as standby or commercial letters of credit. Except as otherwise expressly agreed in writing by all the U.S. Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to such the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit) on any Business Day. No Letter of Credit will be issued, increasedas originally issued or as extended, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) shall have an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has an expiration expiry date not later than the earlier of (A) one year after extending beyond the date of issuance thereof and that is five (B5) five Business Days prior to the Revolving Maturity Date; provided that, any such . Each Letter of Credit shall comply with a one-year tenor may expressly provide that it is renewable at the option related LOC Documents. The issuance and expiry date of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such each Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such shall be a Business Day. Each standby Letter of Credit given issued hereunder shall be in a minimum original face amount of $100,000 and each commercial letter of credit issued hereunder shall be in a minimum original face of amount of $100,000, in each case, or such lesser amount as approved by the Issuing Bank to the beneficiary Lender. The Domestic Borrowers' Reimbursement Obligations in respect of such each Existing Letter of Credit;
(iii) unless such Letter , and each U.S. Revolving Lender's participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. ▇▇▇▇▇ Fargo shall be the Issuing Lender on all Letters of Credit is in form and substance acceptable to issued after the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Closing Date. The Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Creditshall, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter as Letters of Credit Exposurehereunder and subject to and governed by the terms of this Agreement.
Appears in 1 contract
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank Lenders shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower or for any other Credit Party, and to the account extent permitted below and in Section 6.4, the Joint Ventures, Immaterial Subsidiaries and certain Affiliates of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) the Borrower, on any Business Day. All Existing Letters of Credit described on Parts A and B of Schedule 1.2 shall be deemed to be issued pursuant to this Section 2.15. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2B) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line AdvancesLoans;
(ii) if such issuance, increase, or extension would cause the sum of the Letter of Credit Exposure attributable to Letters of Credit issued for the account of the Joint Ventures plus the aggregate amount of all Investments in Joint Ventures made pursuant to Section 6.4(e) to exceed $15,000,000;
(iii) if such issuance, increase, or extension would cause the sum of the Letter of Credit Exposure attributable to Letters of Credit issued for the account of Immaterial Subsidiaries plus the aggregate amount of all Investments in Immaterial Subsidiaries made pursuant to Section 6.4(f) to exceed $2,000,000;
(iv) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) the date which is five Business Days prior to before the Revolving Maturity DateDate (except as provided below); provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank automatically for additional one-year periods (which shall in no event extend beyond the fifth date which is five Business Day prior Days before the Maturity Date except as provided below) unless the applicable Issuing Lender has notified the Borrower (with a copy to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to Administrative Agent) (and the beneficiary of such Letter of Credit so long as the terms of the Letter of Credit require such notice to the beneficiary by the applicable Issuing Lender and the applicable Issuing Lender shall have sufficient contact information to give such notice) at least 30 days prior to the date of automatic renewal of its election not to renew such Letter of Credit; provided further, that any Letter of Credit may expire after the fifth Business Day before the Maturity Date subject to the following conditions: (1) the Borrower shall have, concurrent with such issuance or extension, deposited cash collateral in an amount equal to the Letter of Credit Exposure attributable to such Letters of Credit to be held in the Cash Collateral Account or otherwise supported such Letter of Credit Exposure with back-to-back letters of credit in accordance with Section 2.15(e); and (2) no such Letter of Credit shall have an expiry date (after giving effect to all renewals) of later than one year after the Maturity Date;
(iiiv) unless such Letter of Credit is in form and substance acceptable to the applicable Issuing Bank Lender in its sole discretion;
(ivvi) unless the Borrower has delivered to the applicable Issuing Bank Lender a completed and executed Letter request for issuance of Credit Application (other than with respect to letter of credit in the Existing Letters form of Credit which are deemed issued hereunder)the attached Exhibit H; signed by an Authorized Officer of the Borrower; and
(vvii) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary CreditsCredits (1993 Revision), International Chamber of Commerce Publication No. 600 500, the International Chamber of Commerce Publication No. 590 (ISP 98) or any successor to such publicationpublications. If the terms of any letter of credit application request referred to in the foregoing clause (ivvi) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Sources: Revolving Credit Agreement (McDermott International Inc)
Issuance. From time-to-time to time from the Closing Date date of this Agreement until 30 days three months before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the expiration date of Letters of Credit for the account of the Borrower (for its own benefit or for the account benefit of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Dayits Subsidiaries). No Letter of Credit will be issued, increased, or extended:
extended (i) if such issuance, increase, extension or extension conversion would cause the Letter of Credit Exposure to exceed the lesser of (Ax) the Letter of Credit Sublimit and $10,000,000 or (By) an amount equal to (1A) the aggregate Revolving Commitments minus LESS (2B) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
Exposure at such time; (ii) unless such Letter of Credit has an expiration date Expiration Date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days one day prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
Bank; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Bank a the completed and executed Letter of Credit Application Documents (other than with respect to the Existing Letters Letter of Credit Credit) on such Issuing Bank's standard form, which are deemed issued hereunder)shall contain terms no more restrictive than the terms of this Agreement; and
(vvi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 Standby Practices (1998) ("ISP") or any successor to the ISP; and (vii) unless no Default has occurred and is continuing or would result from the issuance of such publicationLetter of Credit. If the terms of any letter of credit application the Letter of Credit Documents referred to in the foregoing clause (ivv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Interstate Hotels & Resorts Inc)
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Credit Maturity Date, at the request of the a Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower Company or for the account any of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) its Subsidiaries on any Business Day. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause (A) the Letter of Credit Exposure to exceed (B) the lesser of (A1) the Letter of Credit Sublimit $75,000,000.00 and (B) an amount equal to (12)(I) the aggregate Revolving Commitments minus (2II) the sum of (x) the aggregate outstanding principal Amount of all Revolving Advances and the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Swingline Advances;
(ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Credit Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Credit Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the such Borrower has delivered to the Issuing Bank a completed and executed Letter request for issuance of Credit Application (other than with respect to letter of credit in the Existing Letters form of Credit which are deemed issued hereunder)the attached Exhibit L; and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary CreditsCredits (1993 Revision), International Chamber of Commerce Publication No. 600 500, the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shallEach Issuer hereby agrees, on the terms and conditions hereinafter set forthforth in this Agreement, issueto issue standby and documentary letters of credit denominated in Agreed Currencies (each a “Letter of Credit”) and to renew, extend, increase, decrease or extend the expiration date of otherwise modify Letters of Credit for (“Modify,” and each such action a “Modification”) from time to time from the account Third Restatement Date to the Facility Termination Date upon the request of the Borrower or for the account of a Borrower; provided that immediately after any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of CreditCredit is issued or Modified, (i) on any Business Daythe Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (ii) the LC Exposure shall not exceed $50,000,000, (iii) the aggregate Multicurrency Loans, Swingline Exposure not denominated in Dollars and LC Exposure not denominated in Dollars shall not exceed $100,000,000. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause shall have an expiry date after the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum earlier of (x) five Business Days prior to the aggregate outstanding principal amount of all Revolving Advances plus scheduled Facility Termination Date (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has an expiration is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance and from a financial institution acceptable to the applicable Issuer in its sole discretion) and (y) the date not later than the earlier of (A) that is one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, that any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at for the option of the Issuing Bank renewal thereof for additional one-year periods (which shall in no event not to extend beyond the fifth date five (5) Business Day Days prior to the Revolving Maturity scheduled Facility Termination Date), provided that the renewal of ) (or if such Letter of Credit is cancelable upon at least 30 days’ notice prior collateralized on terms satisfactory to the then current expiration date applicable Issuer with cash or a standby letter of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is credit in form and substance (and, if applicable, from a financial institution) acceptable to the Issuing Bank applicable Issuer in its sole discretion;
, the date one year after such date) and (iv) unless the Borrower has delivered except to the Issuing Bank a completed extent otherwise agreed by either Issuer in its sole discretion and executed solely as to itself, at no time shall an Issuer be obligated to issue or extend any Letter of Credit Application (other than with respect if, after giving effect to such issuance or extension, the Existing aggregate LC Exposure relative to Letters of Credit which are deemed issued hereunder); and
by such Issuer would exceed $25,000,000 (v) unless such Letter or if the maximum amount of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, LC Exposure permitted hereby shall be a Letter reduced to an amount less than $50,000,000, to 50% of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposuresuch lesser amount).
Appears in 1 contract
Issuance. From time-to-Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time from to time prior to the Closing Date until 30 days before the Revolving Maturity Commitment Termination Date, at upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an “L/C Issuer”) for such Borrower’s account and guaranteed by Agent; provided, that if the Issuing Bank L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, on subject to the terms and conditions hereinafter set forth, issue, increase, purchase (or extend the expiration date of be deemed to have purchased) risk participations in all such Letters of Credit for issued with the account written consent of the Borrower or for the account Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to all such Letter of CreditCredit Obligations shall not at any time exceed the least of (i) on Fifteen Million Dollars ($15,000,000) (the “L/C Sublimit”) and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Advances, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Advances. Furthermore, the aggregate amount of any Business Day. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum Obligations incurred on behalf of (x) the OHI Borrowers shall not at any time exceed the OHI Borrowing Base less the aggregate outstanding principal amount balance of all Revolving the Advances plus to the OHI Borrowers, and (y) SMC shall not exceed the balance of the SMC Borrowing Base less the aggregate outstanding principal amount balance of all Swing Line Advances;
(ii) unless the Advances to SMC. No such Letter of Credit has shall have an expiration expiry date not later that is more than the earlier of (A) one year after following the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided thatprovided, any such however, that a Letter of Credit with may provide for automatic renewals (if notice of termination is not given by the Borrower representative within a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal specified time period) of such Letter of Credit is cancelable upon at least 30 days’ notice prior to for additional one year periods through the then current expiration date of such Letter of Credit given Commitment Termination Date), unless otherwise determined by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank Agent, in its sole discretion;
(iv) unless the Borrower has delivered , and neither Agent nor Lenders shall be under any obligation to the Issuing Bank a completed and executed incur Letter of Credit Application (other than with Obligations in respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such of, or purchase risk participations in, any Letter of Credit having an expiry date that is governed by later than the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Commitment Termination Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Issuance. From time-to-time to time from the Closing Date date of this Agreement until 30 days three months before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower or for the account of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus $10,000,000.00 and (2) the sum of (x) aggregate Commitments less the aggregate outstanding principal amount of all Revolving Advances plus (y) less the aggregate outstanding principal amount of all Swing Line AdvancesLoans;
(ii) unless such Letter of Credit has an expiration date Expiration Date not later than the earlier of (Aa) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of Debt of any Person;
(v) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter letter of Credit Application credit application on the Issuing Bank's standard form, which application for the initial Issuing Bank is in the form of the attached Exhibit G and which successor application for the initial Issuing Bank or application for any successor Issuing Bank shall contain terms no more restrictive than the terms of this Agreement (other than with respect to and in the Existing Letters case of Credit which are deemed issued hereunderconflict between this Agreement and any such application, this Agreement shall control); and
(vvi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary CreditsInternational Standby Practices (ISP98), International Chamber of Commerce Publication No. 600 590 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (ivv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shallEach Issuer hereby agrees, on the terms and conditions hereinafter set forthforth in this Agreement, issueto issue standby and documentary letters of credit denominated in Agreed Currencies (each a “Letter of Credit”) and to renew, extend, increase, decrease or extend the expiration date of otherwise modify Letters of Credit for (“Modify,” and each such action a “Modification”) from time to time from the account Third Restatement Date to the Revolving Facility Termination Date upon the request of the Borrower or for the account of a Borrower; provided that immediately after any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of CreditCredit is issued or Modified, (i) on any Business Daythe Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitment, (ii) the LC Exposure shall not exceed $50,000,000, and (iii) the aggregate Multicurrency Revolving Loans, Swingline Exposure not denominated in Dollars and LC Exposure not denominated in Dollars shall not exceed $100,000,000. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause shall have an expiry date after the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum earlier of (x) five Business Days prior to the aggregate outstanding principal amount of all scheduled Revolving Advances plus Facility Termination Date (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has an expiration is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance and from a financial institution acceptable to the applicable Issuer in its sole discretion) and (y) the date not later than the earlier of (A) that is one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, that any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at for the option of the Issuing Bank renewal thereof for additional one-year periods (which shall in no event not to extend beyond the fifth date five (5) Business Day Days prior to the scheduled Revolving Maturity Facility Termination Date), provided that the renewal of ) (or if such Letter of Credit is cancelable upon at least 30 days’ notice prior collateralized on terms satisfactory to the then current expiration date applicable Issuer with cash or a standby letter of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is credit in form and substance (and, if applicable, from a financial institution) acceptable to the Issuing Bank applicable Issuer in its sole discretion;
, the date one year after such date) and (iv) unless the Borrower has delivered except to the Issuing Bank a completed extent otherwise agreed by either Issuer in its sole discretion and executed solely as to itself, at no time shall an Issuer be obligated to issue or extend any Letter of Credit Application (other than with respect if, after giving effect to such issuance or extension, the Existing aggregate LC Exposure relative to Letters of Credit which are deemed issued hereunder); and
by such Issuer would exceed $25,000,000 (v) unless such Letter or if the maximum amount of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, LC Exposure permitted hereby shall be a Letter reduced to an amount less than $50,000,000, to 50% of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposuresuch lesser amount).
Appears in 1 contract
Sources: Credit Agreement (Bemis Co Inc)
Issuance. From time-to-time to time from the Closing Date date of this Agreement until 30 days three months before the Revolving Maturity Date, at the request of the Borrower, the each Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend or extend the expiration date of Letters of Credit for the account of the Borrower (for its own benefit or for the account benefit of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Dayits Subsidiaries). No Letter of Credit will be issued, increased, increased or extended:
extended (i) if such issuance, increase, increase or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and $100,000,000 or (B) an amount equal to the remainder of (1) the lesser of the Borrowing Base or the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all the Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
and Swingline Advances at such time; (ii) unless such Letter of Credit has an expiration date Expiration Date not later than the earlier of (A) one year after the date of issuance thereof and or (Bb) five Business Days prior to days before the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is in form and substance acceptable to the respective Issuing Bank in its sole discretion;
; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person, other than a Letter of Credit issued in substitution of any letter of credit outstanding on the Effective Date and listed on Schedule 1.1(b); (v) unless the Borrower has delivered to the respective Issuing Bank a completed and executed Letter letter of Credit Application credit application on such Issuing Bank's standard form, which shall contain terms no more restrictive than the terms of this Agreement; and (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(vvi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary CreditsCredits (1993 Revision), International Chamber of Commerce Publication No. 600 500 ("UCP") or any successor to such publicationthe UCP. If the terms of any letter of credit application referred to in the foregoing clause (ivv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Issuance. From time-to-Subject to the terms and conditions hereof and of the Letter of Credit Documents, if any, and any other terms and conditions which the Issuing Bank may reasonably require, the Lenders will participate in the issuance by the Issuing Bank from time to time of such Letters of Credit in Dollars from the Closing Date until 30 days before the Maturity Date as the Borrower may request, in a form reasonably acceptable to the Issuing Bank; provided, however, that (a) the Letter of Credit Obligations outstanding shall not at any time exceed the Letter of Credit Committed Amount and (b) the aggregate Working Capital Obligations outstanding shall not at any time exceed the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower or for the account of any Loan Party (Committed Amount then in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Dayeffect. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of shall (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has have an expiration original expiry date not later more than the earlier of (A) one year after from the date of issuance thereof and or (By) as originally issued or as extended, have an expiry date extending beyond the date that is five (5) Business Days prior to the Revolving Maturity Date; provided thatDate (but, any such Letter subject to the foregoing, may provide for automatic renewal in the absence of Credit with a onenotice of non-year tenor may expressly provide that it is renewable at the option of renewal by the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity DateBank), provided that the Issuing Bank shall not permit any such renewal of such Letter of Credit if it has received notice on or before the day that is cancelable upon at least 30 days’ notice prior to two Business Days before the then current expiration scheduled maturity date of such Letter of Credit given by from the Issuing Bank to Agent or Borrower that one or more of the beneficiary of such Letter of Credit;
(iii) unless such applicable conditions specified in Section 5.3 are not then satisfied. Each Letter of Credit is in form and substance acceptable to shall comply with the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed related Letter of Credit Application (other than Documents. The issuance and expiry date of each Letter of Credit shall comply with respect to the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. The Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to hereunder on the Revolving Commitments Funding Date, and shall constitute a portion of the Letter of Credit Exposureno request for issuance thereof need be made.
Appears in 1 contract
Sources: Senior Secured Credit Facility (TransMontaigne Partners L.P.)
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on Subject to and upon the terms and conditions hereinafter herein set forth, issueso long as no Default or Event of Default has occurred and is continuing, increasethe Issuing Lender will, or extend in reliance on the expiration date agreements of Letters the other Lenders set forth in this Article IV at any time and from time to time on and after the Effective Date and prior to the earlier of Credit (i) the seventh day prior to the Maturity Date and (ii) the Termination Date, and upon request by the Borrower in accordance with the provisions of Section 4.2, issue for the account of the Borrower one or for more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the account Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Credit”). The Stated Amount of each Letter of CreditCredit shall not be less than $100,000 unless otherwise agreed to by the Issuing Lender. Notwithstanding the foregoing:
(a) on any Business Day. No Letter of Credit will shall be issued, increased, or extended:
issued the Stated Amount upon issuance of which (i) if such issuance, increase, or extension would cause when added to the aggregate Letter of Credit Exposure to of the Lenders at such time, would exceed the lesser of (A) the Letter of Credit Sublimit and or (Bii) an amount equal when added to (1) the aggregate Revolving Commitments minus (2) the sum of (xy) the aggregate outstanding Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Credit Outstandings and Swing Line AdvancesOutstandings, would exceed the Total Revolving Credit Commitment at such time;
(iib) unless such No Letter of Credit has an expiration date not shall be issued that by its terms expires later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days seventh day prior to the Revolving Maturity DateDate or, in any event, more than one (1) year after its date of issuance; provided thatprovided, any such however, that a Letter of Credit with a one-year tenor may expressly may, if requested by the Borrower, provide that it is renewable at the option of by its terms, and on terms acceptable to the Issuing Bank Lender, for additional one-renewal for successive periods of one year periods or less (which shall in no event extend but not beyond the fifth Business Day seventh day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by unless and until the Issuing Bank Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit;; and
(iiic) unless The Issuing Lender shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit is in form and substance acceptable to particular or shall impose upon the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than Lender with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is governed by not otherwise compensated) not in effect on the Uniform Customs and Practice for Documentary CreditsEffective Date, International Chamber of Commerce Publication No. 600 or any successor unreimbursed loss, cost or expense that was not applicable, in effect or known to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, Issuing Lender as of the Closing DateEffective Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall be a have actual knowledge, or shall have received notice from any Lender prior to the issuance of such Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion that one or more of the conditions specified in Sections 7.1 (if applicable) or 7.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit Exposurewould violate the provisions of subsection (a) above, or (iii) the issuance of such Letter of Credit would violate the policies of the Issuing Lender.
Appears in 1 contract
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity DateEach Issuer hereby agreesmay, at the request of the Borrower, the Issuing Bank shallin its sole discretion, on the terms and conditions hereinafter set forthforth in this Agreement, issueto issue standby and documentary letters of credit denominated in Agreed Currencies (each a “Letter of Credit”) and to renew, extend, increase, decrease or extend the expiration date of otherwise modify Letters of Credit for (“Modify,” and each such action a “Modification”) from time to time from the account Third RestatementSecond Amendment Effective Date to the Revolving Facility Termination Date upon the request of a Borrower; provided that immediately after any Letter of Credit is issued or Modified, (i) the Borrower or for Aggregate Outstanding Revolving Credit Exposure shall not exceed the account Aggregate Revolving Commitment, (ii) the Outstanding Revolving Credit Exposure of any Loan Party Lender shall not exceed such Lender’s Revolving Commitment, (iii) the LC Exposure shall not exceed $50,000,000,50,000,000 and (iiiiv) the aggregate Multicurrency Revolving Loans, Swingline Exposure not denominated in which case such Borrower Dollars and such Loan Party LC Exposure not denominated in Dollars shall be co-applicants with respect to such Letter of Credit) on any Business Daynot exceed $100,000,000. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause shall have an expiry date after the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum earlier of (x) five Business Days prior to the aggregate outstanding principal amount of all scheduled Revolving Advances plus Facility Termination Date (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has an expiration is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance and from a financial institution acceptable to the applicable Issuer in its sole discretion) and (y) the date not later than the earlier of (A) that is one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, that any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at for the option of the Issuing Bank renewal thereof for additional one-year periods (which shall in no event not to extend beyond the fifth date five (5) Business Day Days prior to the scheduled Revolving Maturity Facility Termination Date), provided that the renewal of ) (or if such Letter of Credit is cancelable upon at least 30 days’ notice prior collateralized on terms satisfactory to the then current expiration date applicable Issuer with cash or a standby letter of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
(iii) unless such Letter of Credit is credit in form and substance (and, if applicable, from a financial institution) acceptable to the Issuing Bank applicable Issuer in its sole discretion;
, the date one year after such date) and (iv) unless the Borrower has delivered except to the Issuing Bank a completed extent otherwise agreed by either Issuer in its sole discretion and executed solely as to itself, at no time shall an Issuer be obligated to issue or extend any Letter of Credit Application (other than with respect if, after giving effect to such issuance or extension, the Existing aggregate LC Exposure relative to Letters of Credit which are deemed issued hereunderby such Issuer would exceed $25,000,000 (or if the maximum amount of LC Exposure permitted hereby shall be reduced to an amount less than $50,000,000, to 50% of such lesser amount); and
(v) unless such . Notwithstanding anything herein to the contrary, no Issuer shall have any obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Designated Person, or in any country or territory that, at the time of such funding, is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber subject of Commerce Publication No. 600 Sanctions in violation of such Sanctions or (ii) in any successor to such publication. If the terms manner that would result in a violation of any letter of credit application referred Sanctions by any party to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit Exposure.
Appears in 1 contract
Sources: Credit Agreement (Bemis Co Inc)
Issuance. From time-to-Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until 30 the date thirty (30) days before prior to the Revolving Maturity DateDate as the Borrower may request, at the request of the Borrower, in a form acceptable to the Issuing Bank shallLender; provided, on the terms and conditions hereinafter set forthhowever, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower or for the account of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended:
that (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the lesser of (A“LOC Committed Amount”) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2ii) the sum of (xA) the aggregate outstanding principal amount of all Revolving Advances Loans plus (yB) the aggregate outstanding principal amount LOC Obligations plus (C) the Aggregate Derivative Reserve Amount shall not exceed the lesser of all Swing Line Advances;
(ii) unless such the Revolving Committed Amount and the Borrowing Base. No Letter of Credit has shall (x) have an expiration original expiry date not later more than the earlier of (A) one year after from the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, that any such Letter of Credit with may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a one-year tenor may expressly provide that it is renewable at the option of specific time period unless the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ Lender gives notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit;
Credit at least a specified time period prior to the expiry date then in effect) or (iiiy) unless such as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit is in form shall comply with the related LOC Documents. The issuance and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed expiry dates of each Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, as of the Closing Date, shall be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit ExposureBusiness Day.
Appears in 1 contract
Issuance. From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on Subject to and upon the terms and conditions hereinafter herein set forth, issueso long as no Default or Event of Default has occurred and is continuing, increaseFirst Union National Bank, or extend as Issuing Lender, will, at any time and from time to time on and after the expiration date Closing Date and prior to the earlier of Letters (i) the seventh day prior to the Revolving Credit Maturity Date and (ii) the Revolving Credit Termination Date, and upon request by the Borrower in accordance with the provisions of Credit Section 3.2, issue for the account of the Borrower one or for more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by such Issuing Lender, and on the account of any Loan Party (in which case such Borrower and such Loan Party Closing Date Fleet Bank, N.A., as Issuing Lender, shall be co-applicants deemed to have issued the Outstanding Letters of Credit (together with respect to such all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit"); provided, however, that no more than ten (10) Letters of Credit may be outstanding at any time. The Stated Amount of each Letter of CreditCredit shall not be less than such amount as may be acceptable to the Issuing Lender. Notwithstanding the foregoing:
(a) on any Business Day. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, shall have a Stated Amount of less than $20,000 or extension would cause (ii) shall be issued the Stated Amount upon issuance of which (A) when added to the aggregate Letter of Credit Exposure to of the Lenders at such time, would exceed the lesser of (A) the Letter of Credit Sublimit and $10,000,000 or (B) an amount equal when added to (1) the aggregate Revolving Commitments minus (2) the sum of (xy) the aggregate outstanding Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of all Revolving Advances plus Loans then outstanding, would exceed the aggregate Revolving Credit Commitments at such time or (c) when added to the sum of (y) the aggregate outstanding principal amount of all Swing Line Advances;
(ii) unless such Letter of Credit has an expiration date not later than the earlier Exposure of (A) one year after the date of issuance thereof and (B) five Business Days prior all Lenders at such time with respect to the Tranche A Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (Loans under which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon issued and (z) the aggregate principal amount of all Tranche A Revolving Loans then outstanding, would exceed the aggregate Tranche A Revolving Credit Commitments at least 30 days’ notice such time;
(b) No Letter of Credit shall be issued that by its terms expires later than the seventh day prior to the then current expiration Revolving Credit Maturity Date or, in any event, more than one (1) year after its date of such issuance; provided, however, that a Letter of Credit given may, if requested by the Borrower, provide by its terms, and on terms acceptable to the Issuing Bank Lender, for renewal for successive periods of one year or less (but not beyond the seventh day prior to the Revolving Credit Maturity Date), unless and until the Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit;; and
(iiic) unless The Issuing Lender shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit is in form and substance acceptable to particular or shall impose upon the Issuing Bank in its sole discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than Lender with respect to the Existing Letters of Credit which are deemed issued hereunder); and
(v) unless such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is governed by not otherwise compensated) not in effect on the Uniform Customs and Practice for Documentary CreditsClosing Date, International Chamber of Commerce Publication No. 600 or any successor unreimbursed loss, cost or expense that was not applicable, in effect or known to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Each Existing Letter of Credit, Issuing Lender as of the Closing DateDate and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender or the Administrative Agent, prior to the issuance of such Letter of Credit that one or more of the conditions specified in Sections 4.1 (if applicable) or 4.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of subsection (a) above.
(d) All Letters of Credit shall be issued pursuant to and in connection with the Tranche A Revolving Loans. The parties hereto agree that each Outstanding Letter of Credit will be treated as if it had been originally issued under this Agreement, and as of the Closing date each Outstanding Letter of Credit shall be deemed to be a Letter of Credit deemed to have been issued pursuant to for all purposes hereunder and under the Revolving Commitments other Credit Documents. Specifically, and shall constitute a portion without limitation of the foregoing or the other provisions of this Article, (i) the Stated Amount of each Outstanding Letter of Credit, for so long as the same shall be outstanding, shall be included in calculating (y) the limit set forth in clause (i) of Section 3.1(a) and (z) the aggregate Letter of Credit Exposure, (ii) each Lender hereby absolutely and unconditionally agrees to purchase as of the Closing Date a participation from Fleet Bank, N.A. in each Outstanding Letter of Credit in accordance with Section 3.3 and to pay to Fleet Bank, N.A., as Issuing Lender, in accordance with Section 3.5, such Lender's pro rata share of each payment made by such Issuing Lender under any Outstanding Letter of Credit, together with interest in accordance with Section 3.5, and (iii) with respect to each Outstanding Letter of Credit, the Issuing Lender shall have the benefit of all rights, agreements, covenants and indemnities of an Issuing Lender set forth in this Agreement and shall comply with all agreements and obligations set forth herein that bind an Issuing Lender, insofar as the same apply to Letters of Credit generally. The Borrower agrees to use its reasonable best efforts to cause the Outstanding Letters of Credit to be replaced by Letters of Credit to be issued by First Union National Bank, as Issuing Lender, as soon as reasonably practicable after the Closing.
Appears in 1 contract