L/C Commitment. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day from the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base. (b) Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. (c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 2 contracts
Sources: Credit Agreement (Inergy L P), Credit Agreement (Inergy L P)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), Bank agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower or, at the Borrower's request, any Subsidiary of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided, that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Available Commitment for any Lender, or the Letter of Credit Availability, would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Basebe less than zero.
(b) Each Letter of Credit shall shall:
(i) be denominated in Dollars in a minimum amount of $100,000, and shall be either (ii1) be a standby letter of credit issued to support financial obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (incurred in the ordinary course of business) of the Borrower or any Subsidiary of the Borrower, contingent or otherwise, to pay money (a "Financial Letter of Credit") or (2) a standby letter of credit issued to support non-financial obligations of the Borrower or any Subsidiary of the Borrower, contingent or otherwise, to provide goods or services in the ordinary course of business (a "Performance Letter of Credit");
(ii) have a face amount of (1) not less than $300,000 and (2) not more than the amount that would, after giving effect to the issuance thereof, cause the Available Commitment of any Lender or the Letter of Credit Availability to be less than zero; and
(iii) expire on a (1) no earlier than 30 days after its date not of issue and (2) no later than the Termination Date and that is otherwise satisfactory five Business Days prior to the Issuing Lender and then Final Maturity Date.
(ivc) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York.
(d) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(ce) For purposes Each party hereto acknowledges and agrees that each of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters is a Letter of Credit issued by the Issuing Bank pursuant hereto for all purposes hereunder and under the other Loan Documents. No amendment, modification or waiver of any provision of this Agreement. Upon Section 3 (or any other provision in any manner that would affect any right or duty of the initial expiration Issuing Bank) may be made without the written consent of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereofIssuing Bank.
Appears in 2 contracts
Sources: Credit Agreement (Cogentrix Delaware Holdings Inc), Credit Agreement (Cogentrix Energy Inc)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), Lender agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the Lenders, any Loan Party) on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Letter of Credit Availability Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (1) after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed the Total L/C Commitments at such time, (2) after giving effect to such issuance, the sum of the L/C Commitment or (ii) Exposure and the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Revolving Loans would exceed the lesser of Available Revolving Commitment at such time, or (13) the Working Capital Commitment and (2) Issuing Lender has been notified in writing at least one Business Day prior to the Borrowing Base.
(b) issuance thereof by Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time. Each Letter of Credit shall shall, unless agreed by the Lenders, (i) be denominated in Dollars in a minimum amount of $100,000, and (ii) be expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Letter of Credit Maturity Date; provided that Letters of Credit may have termination dates that occur later than five Business Days prior to the Letter of Credit Maturity Date to the extent the Borrower shall have (i) Cash Collateralized such Letter of Credit in an amount equal to at least 105% of the stated amount of such Letter of Credit or (ii) delivered to the Administrative Agent a standby letter of credit issued for its benefit in a stated amount equal to support obligations at least 105% of the Borrower or any stated amount of its Subsidiariessuch Letter of Credit and having terms and conditions, contingent or otherwiseand issued by an issuer, incurred in the ordinary course of business, (iii) expire on a date not later than the Termination Date and that is otherwise reasonably satisfactory to the Issuing Lender and Administrative Agent, provided further that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (ivwhich shall in no event extend beyond the date referred to in clause (y) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. above).
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if:
(i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions ;
(ii) any order, judgment or modifications decree of any existing Letters of CreditGovernmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied;
(iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender;
(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $100,000;
(vii) any Lender is at that time a Defaulting Lender, unless reallocated in accordance with Section 2.24 (a)(iv) if the Issuing Lender has entered into arrangements satisfactory to the Issuing Lender (in its reasonable discretion) with the Borrower shall terminate and cancel each or such Existing Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24 (a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and request a new Letter of Credit all other L/C Exposure as to be issued which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in replacement thereofits sole discretion.
Appears in 2 contracts
Sources: Credit Agreement (Cambium Networks Corp), Credit Agreement (Cambium Networks Corp)
L/C Commitment. (a) Subject to the terms and conditions of this Agreement-------------- hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") ------------- ----------------- for the account of the Borrower on any Business Day from the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date in such form as may be approved from time to time by the such Issuing Lender; provided, provided that the Issuing Lender -------- shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed the L/C Commitment $30,000,000 or (ii) the aggregate principal amount Total Extensions of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Credit would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Total Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, and shall be either (iix) be a standby letter of credit issued to support obligations for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course Subsidiaries of business, the Borrower and (iiiii) expire on a date not no later than the earlier of (x) the Termination Date and that (y) the date which is otherwise satisfactory to the Issuing Lender and 12 months after its date of issuance.
(ivb) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York.
(c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant other Lender to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 2 contracts
Sources: Credit Agreement (Cable Tv Fund 12-C LTD), Credit Agreement (Jones Intercable Inc)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided, provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate principal amount L/C Obligations in respect of outstanding Working Capital LoansLetters of Credit issued by such Issuing Lender would exceed the Issuing Lender Commitment of such Issuing Lender (it being understood and agreed that, plus subject to the aggregate principal amount foregoing clause (i) and the following clause (iii), any Issuing Lender may, in its sole discretion, issue Letters of outstanding Swingline Loans, plus Credit in excess of its Issuing Lender Commitment as separately agreed with the Borrower and notified to the Administrative Agent) or (iii) the aggregate amount of L/C Obligations the Available Revolving Commitments would exceed be less than zero. The Borrower may, at any time and from time to time, reduce or increase the lesser Issuing Lender Commitment of any Issuing Lender with the consent of such Issuing Lender; provided that the Borrower shall not reduce the Issuing Lender Commitment of any Issuing Lender if, after giving effect of such reduction, the conditions set forth in clauses (1i) the Working Capital Commitment and through (2iii) the Borrowing Base.
(b) above shall not be satisfied. Each Letter of Credit shall (i1) be denominated in Dollars in a minimum amount of $100,000, and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii2) expire on a date not no later than the earlier of (x) the first anniversary of its date of issuance and (y) unless Cash Collateralized in an amount equal to 103% of the face amount of such Letter of Credit (and it being understood and agreed that (A) any Letter of Credit will not be issued for longer than one year past the Revolving Termination Date and that is otherwise satisfactory to or be renewable thereafter without the consent of the applicable Issuing Lender and (ivB) be subject the obligations of the L/C Participants under Section 3.4 shall not continue after the Revolving Termination Date with respect to any Letter of Credit that expires after the Revolving Termination Date), the date that is thirty (30) days prior to the Uniform Customs and/or ISP 98Revolving Termination Date, as set forth provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the Application or as determined by the Issuing Lender and, date referred to the extent not inconsistent therewith, the laws of the State of Missouri. The in clause (y) above).
(b) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 2 contracts
Sources: Credit Agreement (Blue Owl Capital Inc.), Credit Agreement (Blue Owl Capital Inc.)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.04(a2.8(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower or any Restricted Subsidiary on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date in such form Revolving Availability Period as may be approved from time to time by the such Issuing Lender, with the face amount of any outstanding Letters of Credit (and, without duplication, any unpaid drawing in respect thereof) reducing the Available Revolving Commitments on a Dollar-for-Dollar basis; provided, provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations such Issuing Lender’s Available Revolving Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or in a minimum amount of $100,000an Alternate Currency, (ii) be have a standby letter face amount of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, at least $100,000 (unless otherwise agreed by such Issuing Lender) and (iii) expire on a date not no later than the earlier of (x) the first anniversary of its date of issuance (unless otherwise agreed by the applicable Issuing Lender) and (y) the date that is five (5) Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped or otherwise supported, in each case in a manner agreed to by the Borrower and that is otherwise satisfactory to the Issuing Lender Lender); provided that any Letter of Credit may provide for automatic renewals and (iv) extensions pursuant to Section 2.6(b). Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined governed by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of MissouriNew York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender). The Notwithstanding anything herein to the contrary, no Issuing Lender shall not have any obligation under this Agreement to issue a commercial letter of credit.
(b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions , (ii) any order, judgment or modifications decree of any existing Letters of Credit, unless Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, or any Requirements of Law applicable to such Issuing Lender or any request or directive (whether or not having the Borrower force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall terminate and cancel each prohibit, or request that such Existing Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit and request a new in particular or shall impose upon such Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to be issued in replacement thereofit and (iii) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally for the account of similarly situated borrowers.
Appears in 2 contracts
Sources: Credit Agreement (2U, Inc.), Credit Agreement (2U, Inc.)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby and/or trade letters of credit (“Letters of Credit”) for the account of the Borrower (provided that any Letter of Credit may be for the benefit of Holdings or any other Group Member) on any Business Day from the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date end of the Revolving Commitment Period in such form as may be approved from time Dollars; provided that neither the Administrative Agent or any of its Affiliates shall have any obligation to time by the Issuing Lender; issue trade Letters of Credit and provided, further, that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) (x) the L/C Obligations would exceed the aggregate L/C Commitment Commitments of all Issuing Lenders or (y) unless the applicable Issuing Lender consents, the aggregate L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender exceed such Issuing Lender’s L/C Commitment, (ii) the aggregate principal amount of outstanding Working Capital Loansthe Available Revolving Commitments would be less than zero or (iii) the Available Revolving Commitment of any Revolving Lender would be less than zero. Each Letter of Credit shall expire no later than the earlier of (x) the first anniversary of its date of issuance unless otherwise agreed by the Issuing Lender in its sole discretion and (y) the date that is five Business Days prior to the Revolving Termination Date; provided that, plus if requested by the aggregate principal amount Borrower and accepted by the applicable Issuing Lender in its sole and absolute discretion, a Letter of outstanding Swingline LoansCredit issued by such Issuing Lender may provide for the renewal thereof for additional one year periods containing an expiry date of more than twelve months after the date of issuance (which shall in no event extend beyond the date referred to in clause (y) above (unless, plus at least five Business Days prior to the aggregate amount of notice period for the then current expiry date, such Borrower shall Cash Collateralize the L/C Obligations would exceed with respect to such Letter of Credit in an amount not less than the lesser Minimum Collateral Amount applicable to such Letter of Credit)); provided, however, that (1) any such Letter of Credit shall permit such Issuing Lender to prevent any such renewal at least once in each twelve month period (commencing with the Working Capital Commitment and date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof (the “Nonrenewal Notice”) not later than a number of days in each such twelve month period to be agreed upon at the time such Letter of Credit is issued, (2) such Issuing Lender shall not (x) permit any such renewal if such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its renewed form under the Borrowing Baseterms hereof (by reason of the provisions of Section 3.1(b) or otherwise) or (y) be obligated to permit such renewal if it has received notice (which may be in writing or by telephone (if immediately confirmed in writing)) on or before the day that is seven Business Days before the date of the Nonrenewal Notice from the Administrative Agent, the Majority Facility Lenders in respect of the Revolving Facility or the Borrower that one or more of the applicable conditions set forth in Section 5.2 is not then satisfied and, in each such case, directing such Issuing Lender not to permit such renewal.
(b) Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such issuance would conflict withIssuing Lender from issuing such Letter of Credit, or cause the any Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (iii) except as otherwise agreed by the Administrative Agent and such Issuing Lender, such Letter of Credit is in an initial stated amount less than $10,000, (iv) such Letter of Credit is to be denominated in a currency other than Dollars, (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Revolving Lender is at such time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including reallocation of such Lender’s Revolving Percentage of the outstanding L/C Participant Obligations pursuant to exceed any limits imposed by, any Applicable Law. References herein Section 2.26(a)(iv) or the delivery of Cash Collateral with the Borrower or such Lender to “issue” and derivations thereof eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.26(a)(iv)) with respect to Letters such Lender arising from either the Letter of Credit shall also include extensions then proposed to be issued or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. In addition, no Issuing Lender shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Lender would have no obligation at such time to be issued issue the Letter of Credit in replacement thereofits amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto.
Appears in 2 contracts
Sources: Credit Agreement (Affinity Gaming), Credit Agreement (Affinity Gaming)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a)5.4, agrees to issue standby letters of credit (“Letters each a "Letter of Credit”") for the account of the Borrower on any Business Day from the Closing Date to, but not including, until the date that is ninety (90) days ten Business Days prior to the Termination Maturity Date in such form as may be approved from time to time by the such Issuing Lender; provided, provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Commitment. Each Letter of Credit shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (z) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Maturity Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than five Business Days prior to the Maturity Date, the Borrower shall, not later than (i) five Business Days preceding the Maturity Date, deposit in a minimum cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of $100,000Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) be fifteen days preceding the Maturity Date, deposit in a standby letter cash collateral account established with the Administrative Agent an amount equal to the L/C Obligations with respect to such Letters of Credit if the Borrower's senior unsecured long-term, non-credit issued to support enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in shall survive the ordinary course of business, (iii) expire on a date not later than the Termination Maturity Date and that is otherwise satisfactory to the Issuing Lender shall remain in effect until no such Letters of Credit remain outstanding and (ivii) each Lender shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender andreinstated, to the extent not inconsistent therewithany such cash collateral, the laws of application thereof or reimbursement in respect thereof is required to be returned to the State of MissouriBorrower by the applicable Issuing Bank after the Maturity Date. The Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).
(b) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters applicable requirement of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requireslaw.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 2 contracts
Sources: Letter of Credit Agreement (Consolidated Natural Gas Co/Va), Letter of Credit Agreement (Dominion Resources Inc /Va/)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing L/C Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.04(a3.10(a), agrees to cause the Issuing Lender to issue standby letters of credit (“"Letters of Credit”") for the account of the relevant Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Commitment Period in such form as may be approved from time to time by the L/C Lender and the Issuing Lender; provided, provided that the Issuing L/C Lender shall have no obligation to issue cause any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Available Revolving Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000Dollars, (ii) be have a standby letter face amount of credit issued to support obligations of at least $100,000 (unless otherwise agreed by the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in L/C Lender and the ordinary course of business, Issuing Lender) and (iii) expire on a date not no later than the Termination Date earlier of (x) the first anniversary of its date of issuance and (y) the date that is otherwise satisfactory five Business Days prior to the Issuing Lender and Revolving Termination Date, provided, that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (ivwhich shall in no event extend beyond the date referred to in clause (y) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. above).
(b) The Issuing L/C Lender shall not at any time be obligated to issue cause any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Lender, the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 2 contracts
Sources: Credit Agreement (Aveta Inc), Credit Agreement (Aveta Inc)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderBank, in reliance on the agreements of the other Lenders Banks set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Domestic Business Day from the Closing Date to, but not including, the date that is ninety (90) days prior to hereof through the Termination Date in such form as may be approved from time to time by the Issuing LenderBank; provided, provided that the Issuing Lender Bank shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate outstanding principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Obligations, would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Commitments. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000dollars, (ii) be either (x) a standby letter of credit issued to support (I) obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred which finance the working capital or other business needs of the Borrower or its Subsidiaries or (II) performance obligations of the Borrower and its Subsidiaries (including, without limitation, to obtain insurance coverage) (a "Standby Letter of Credit"), or (y) a commercial letter of credit in respect of the ordinary course purchase of businessgoods or services by the Borrower or any of its Subsidiaries (a "Commercial Letter of Credit"), (iii) expire on a date not no later than the Termination Date in the case of a Standby Letter of Credit and that is otherwise satisfactory no later than 30 days prior to the Issuing Lender Termination Date in the case of a Commercial Letter of Credit and (iv) expire no later than 360 days after its date of issuance in the case of each Commercial Letter of Credit.
(b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requiresNew York.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 2 contracts
Sources: Credit Agreement (Primex Technologies Inc), Credit Agreement (Primex Technologies Inc)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, (i) the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”) for the account of the Borrower and to amend Letters of Credit previously issued by it in accordance with Section 3.2 below, on any Business Day during the period from the Closing Date to, but not including, until the date that is ninety (90) seven days prior to the Revolving Termination Date in such form as may be approved from time to time by the Issuing Lender and (ii) the Revolving Lenders severally agree to participate in Letters of Credit issued for the amount of the Borrower and any drawings thereunder (each Revolving Lender, an “L/C Participant”; provided, provided that the Issuing Lender shall have no obligation to issue or amend any Letter of Credit if, after giving effect to such issuanceissuance or amendment, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Available Revolving Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000Dollars, (ii) be have a standby letter face amount of credit issued to support obligations of at least $250,000 (unless otherwise agreed by the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, Issuing Lender) and (iii) unless the Issuing Lender otherwise consents in writing, expire on a date not no later than the Termination Date earlier of (x) the first anniversary of its date of issuance and (y) the date that is otherwise satisfactory five Business Days prior to the Issuing Lender Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). All Existing Letters of Credit shall be deemed, from and (iv) after the Closing Date, to be subject to the Uniform Customs and/or ISP 98, outstanding as set forth in the Application or as determined a Letter of Credit hereunder and governed by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. terms and conditions hereof.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder (i) if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed byby any applicable Requirement of Law, or if such Requirement of Law would cause the Issuing Lender or any L/C Participant to be subject to, or incur, any Applicable Law. References herein restriction, reserve or capital requirement not applicable on the Closing Date, or loss, cost or expense deemed material in good faith by the Issuing Lender not applicable on the Closing Date, or (ii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to “issue” and derivations thereof the Issuing Lender (in its reasonable discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to Letters the Defaulting Lender arising from either the Letter of Credit shall also include extensions then proposed to be issued or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing that Letter of Credit and request a new Letter of Credit all other L/C Obligations as to be issued which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in replacement thereofits reasonable discretion.
Appears in 2 contracts
Sources: Credit Agreement (National Financial Partners Corp), Credit Agreement (National Financial Partners Corp)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), Lender agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Letter of Credit Availability Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Available Revolving Commitment and (2) the Borrowing Base.
(b) at such time. Each Letter of Credit shall (i) be denominated in Dollars Dollars, or in the discretion of the Issuing Lender, a minimum Foreign Currency; provided that (A) the Dollar Equivalent of each Letter of Credit denominated in Foreign Currency (each, a “Foreign Currency L/C”) shall be reported by the Issuing Bank to the Administrative Agent (unless the Administrative Agent is the Issuing Lender) promptly upon the issuance of such Foreign Currency L/C and monthly within seven (7) Business Days prior to the end of each month (including the month of issuance) or more frequently upon the request of the Administrative Agent and (B) the Dollar Equivalent of the aggregate face amount of all Foreign Currency L/Cs shall not exceed $100,000, 20,000,000 at any time; and (ii) be expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Letter of Credit Maturity Date; except that (A) any Letter of Credit with a standby letter of credit issued one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to support obligations in clause (y) above) subject to the Borrower’s satisfaction of the Borrower or conditions set forth in Section 5.2 at the time of any such renewal and (B) a Letter of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) Credit may expire on a date that is up to 365 days after the Letter of Credit Maturity Date (each such Letter of Credit, a “Holdover Letter of Credit”) if, on or before the date that is five (5) Business Days prior to the Letter of Credit Maturity Date, the Borrower provides to the Issuing Lender cash collateral in an amount equal to 105% of the Dollar Equivalent of the face amount of such Letter of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by the Issuing Lender in its sole discretion), to secure all of the Obligations relating to such Letter of Credit; provided that the Dollar Equivalent of the aggregate face amount of all Holdover Letters of Credit shall not exceed $70,000,000 at any time; and provided, further, that following the Letter of Credit Maturity Date, the Issuing Bank may recalculate the Dollar Equivalent of the face amount of any Foreign Currency L/C at any time and, to the extent that the cash collateral previously provided by the Borrower is equal to less than 105% of the Dollar Equivalent of the face amount of such Foreign Currency L/C plus all interest, fees, and costs due or to become due in connection therewith (as estimated by the Issuing Lender in its sole discretion), the Borrower shall immediately provide sufficient additional cash collateral to the Issuing Bank to make up for this shortfall. In addition, if the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Termination Date and date that is otherwise satisfactory five (5) Business Days prior to the Issuing Lender and Letter of Credit Maturity Date; provided, however, that the L/C Issuer shall not permit any such extension if (ivA) the L/C Issuer has determined that it would not be subject permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the Uniform Customs and/or ISP 98, as set forth in the Application or as determined terms hereof (by the Issuing Lender and, to the extent not inconsistent therewith, the laws reason of the State provisions of Missouri. Section 3.1(b) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if:
(i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein ;
(ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to “issue” and derivations thereof enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to Letters such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied;
(iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall also include extensions violate any applicable laws or modifications regulations or any applicable policies of any existing Letters the Issuing Lender;
(v) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally;
(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, the Letter of Credit is in an initial Dollar Equivalent stated amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit;
(vii) any Lender is at that time a Defaulting Lender, unless the context otherwise requiresIssuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.20(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(viii) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount thereof after any drawing thereunder; or
(ix) subject to Section 3.1(a), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance thereof.
(c) For purposes of this Agreement, Unless otherwise expressly agreed by the Existing Letters L/C Issuer and the Borrower when a Letter of Credit set forth on Schedule 3.01 hereto shall be deemed is issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of UCP 600 at the time of issuance shall apply to each commercial Letter of Credit.
(d) Unless otherwise specified herein, the Borrower shall terminate and cancel each such Existing amount of a Letter of Credit and request a new at any time shall be deemed to be the Dollar Equivalent of stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be issued the maximum Dollar Equivalent of the stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in replacement thereofeffect at such time.
Appears in 1 contract
Sources: Credit Agreement (Enernoc Inc)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 3.04(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Co-Issuers on any Business Day from during the period commencing on the Series 2015-1 Closing Date to, but not including, and ending on the date that is ninety ten (9010) days Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided, provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Series 2015-1 Class A-1 Outstanding Principal Amount would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Series 2015-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars in Dollars, (y) have a minimum face amount of at least $100,00025,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Co-Issuers and the L/C Provider and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iiiz) expire on a date not no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date and (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is otherwise later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Lender Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee or the Control Party on its behalf to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (iv3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be subject to paid directly into the Uniform Customs and/or ISP 98Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouriapplicable. The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters applicable Requirement of Law or (II) amend any Letter of Credit shall also include extensions hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or modifications (2) the beneficiary of any existing Letters such Letter of Credit does not accept the proposed amendment to such Letter of Credit, unless the context otherwise requires.
(cb) For On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2015-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2015-1 Closing Date. Such initial Series 2015-1 Class A-1 L/C Note shall be dated the Series 2015-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2015-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2015-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2015-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2015-1 Class A-1 L/C Note and shall be deemed to be Series 2015-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Existing Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2015-1 Supplement, the outstanding principal amount evidenced by the Series 2015-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Co-Issuers may (or shall cause the Manager on their behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule 3.01 IV hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes provided and issued by the L/C Provider hereunder as of the Series 2015-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2015-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2015-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2015-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2015-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. Upon The L/C Provider shall furnish a copy of such Letter of Credit to the initial expiration Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Existing Letter of Credit (including the amount thereof).
(d) The Co-Issuers shall jointly and severally pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2015-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2015-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the account of the applicable L/C Issuing Bank the L/C Fronting Fees, if any, in accordance with the terms of the Series 2015-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(g) The Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts.
(h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the Borrower L/C Provider or a Person selected by (at the expense of the L/C Provider) the Co-Issuers shall terminate issue such Letter of Credit; provided that such Person and cancel each issuance of such Existing Letter of Credit and request a new satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Co-Issuers being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “P-2” from ▇▇▇▇▇’▇ and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from ▇▇▇▇▇’▇ or “BBB” from S&P or such other minimum long-term unsecured debt rating as may be issued in replacement thereofreasonably required by the beneficiary of such proposed Letter of Credit.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Applicable Issuing LenderParty, in reliance on the agreements of the other Lenders set forth in Section 3.04(aSections 3.4(a) and 3.8(b), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower Borrowers on any Business Day from during the Closing Date toCommitment Period (i) in the case of Fronted Letters of Credit, but not including, the date that is ninety (90) days prior to the Termination Date in such form as may be approved from time to time by the such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided, provided that the such Applicable Issuing Lender Party shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations the Available Commitments would exceed be less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the lesser aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (1the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Working Capital Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (2and any related Reimbursement Obligations) that does not constitute the Borrowing Base.
(b) Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, or Pounds Sterling and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than the Termination Date earlier of (x) the first anniversary of its date of issuance and (y) the date that is otherwise satisfactory five Business Days prior to the Issuing Lender and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The Issuing Lender shall not at any time be obligated to issue Termination Date; provided that any Letter of Credit hereunder with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date.
(b) No Applicable Issuing Party shall at any time issue (i) any Letter of Credit if such issuance would conflict with, or cause the such Applicable Issuing Lender or Party, any L/C Participant or any Lender to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters applicable Requirement of Law or (ii) any Secured Letter of Credit shall also include extensions or modifications on behalf of any existing Letters Borrower if (x) the then Borrowing Base of Credit, unless such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the context otherwise requires.
(c) For purposes issuance of this Agreement, the Existing Letters such Secured Letter of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement or (y) all cash and shall constitute Letters Eligible Securities constituting such Borrowing Base are not then held in an Account of Credit for all purposes under this such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Upon the initial expiration of each Existing Prior to issuing any Secured Letter of Credit, the Borrower Applicable Issuing Party shall terminate and cancel each such Existing Letter obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of Credit and request a new Letter of Credit to the preceding sentence shall be issued in replacement thereofsatisfied.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrower or any Subsidiary thereof on any Business Day from the Closing Date to, through but not including, including the date that is ninety fifth (905th) days Business Day prior to the Termination Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or (iib) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Revolving Credit Outstandings would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars a Permitted Currency, (ii) be in a minimum amount of $100,000100,000 (or, (ii) be a standby letter with respect to an Alternative Currency Letter of credit issued to support obligations Credit, the amount of the Borrower Alternative Currency in which such Alternative Letter of Credit is to be denominated which is equivalent to $100,000 at the most favorable spot exchange rate determined by the Administrative Agent to be available to it at approximately 11:00 a.m. two (2) Business Days before such Alternative Currency Letter of Credit is to be issued or any of its Subsidiaries, contingent extended) (or otherwise, incurred in such lesser amount as agreed to by the ordinary course of businessIssuing Lender), (iii) if a standby Letter of Credit, expire on a date not no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to customary automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the Termination fifth (5th) Business Day prior to the Revolving Credit Maturity Date, (iv) if a commercial Letter of Credit, expire on a date no more than 180 days after the date of issuance of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and that is otherwise satisfactory to the Issuing Lender and (ivv) be subject to the Uniform Customs and/or ISP 98ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of MissouriNew York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing outstanding Letters of Credit, unless the context otherwise requires.
(c) For . As of the Closing Date, the Rollover Letter of Credit shall constitute, for all purposes of this AgreementAgreement and the other Loan Documents, the Existing Letters a Letter of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes outstanding under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the each Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section 3.04(asubsection 3.9(a), agrees to issue standby letters of credit (“"Letters of 44 51 Credit”") for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing LenderBank; provided, provided that the no Issuing Lender Bank shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations at such time would exceed the L/C Commitment or Commitment, (ii) the aggregate principal amount Standby Letter of outstanding Working Capital LoansCredit Outstandings at such time would exceed $125,000,000, plus (iii) the aggregate principal amount of outstanding Swingline Loans, plus Aggregate Revolving Credit Outstandings at such time would exceed the aggregate amount of the Revolving Credit Commitments at such time, (iv) in the case of Letters of Credit issued in currencies other than Dollars only, the L/C Obligations in respect of Letters of Credit issued in currencies other than Dollars would exceed the lesser of Foreign L/C Commitment Sublimit at such time, or (1v) the Working Capital Commitment and (2) Aggregate Outstanding Extensions of Credit at such time would exceed the Borrowing BaseBase at such time.
(b) Each Letter of Credit shall shall:
(i) be denominated in Dollars or such other currency that as of the date of issuance thereof is in a minimum amount the reasonable judgment of $100,000the relevant Issuing Bank (which shall be binding on the L/C Participants) freely convertible or exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (iiA) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiariesa Subsidiary, contingent or otherwiseotherwise (a "Standby Letter of Credit"), incurred or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of businessbusiness (a "Trade Letter of Credit"), and
(iiiii) expire on a date not no later than the earlier of (A) five Business Days prior to the Termination Date and that is otherwise satisfactory (B) one year after the date of issuance thereof, provided that, subject to clause (A) above, any Letter of Credit may, at the request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional period of one year or less unless the Issuing Bank which issued such Letter of Credit shall have given at least sixty days prior written notice to the Issuing Lender Borrower and the beneficiary of such Letter of Credit that such Letter of Credit will not be renewed, in which case such Letter of Credit may, at the option of the Borrower, provide that the beneficiary of such Letter of Credit will be entitled to draw on such Letter of Credit at any time during the thirty days prior to the expiry thereof.
(ivc) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws law of the State of Missouri. The New York.
(d) No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein .
(e) On the Effective Date, all letters of credit and the reimbursement obligations attendant thereto issued pursuant to “issue” or under any of the Previous Credit Agreements which are then outstanding shall be from and derivations thereof with respect after such date deemed to be and become for all purposes Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall with Reimbursement Obligations attendant thereto issued pursuant to and be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes outstanding under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Post Petition Credit Agreement (Service Merchandise Co Inc)
L/C Commitment. (a) Subject to during the terms and conditions of this Agreement, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day from the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation -------- to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount Available Commitment of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations all Lenders would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Basebe less than zero.
(b) Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000Dollars, (ii) be (x) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred or to finance the working capital and business needs of the Borrower or any of its Subsidiaries in the ordinary course of business, business or (y) a commercial letter of credit issued in respect of the purchase of goods or services by the Borrower and its Subsidiaries in the ordinary course of business and (iii) expire on a date not no later than the Termination Date and earlier of (x) the date that is otherwise satisfactory 12 months after the date of its issuance and (y) the fifth Business Day prior to the Issuing Lender and Termination Date; provided that any -------- Letter of Credit with an expiration date occurring up to twelve months after such Letter of Credit's date of issuance may be automatically renewable for subsequent 12-month periods (ivbut in no event later than the fifth Business Day prior to the Termination Date).
(c) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York.
(d) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower and the Co-Borrower, as the case may be, on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Available Revolving Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, or another Acceptable Currency and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date; provided that (1) any Letter of Credit may have an expiry date later than the date referred to in clause (y) above if no later than the 30th day prior to the Revolving Termination Date (or for any Letters of Credit issued after such date, the date of issuance), the Borrower shall deposit in a cash collateral account opened by the Administrative Agent an amount equal to 105% of the aggregate then undrawn and that is otherwise satisfactory to the Issuing Lender unexpired amount of such Letters of Credit and (iv2) be subject any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to the Uniform Customs and/or ISP 98in clause (y) above (or, as set forth in long as the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewithrequirements under clause (1) are satisfied, the laws first anniversary of the State of Missouri. Revolving Termination Date)).
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, The parties hereto agree that the Existing Letters of Credit set forth will automatically, without any further action on Schedule 3.01 hereto shall the part of any Person, be deemed issued under this Agreement and shall constitute to be Letters of Credit hereunder issued hereunder on the Closing Date for all purposes under this Agreementthe account of the Borrower. Upon Without limiting the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel foregoing (i) each such Existing Letter of Credit shall be included in the calculation of the L/C Obligations, (ii) all liabilities of the Borrower and request a new Letter the other Loan Parties with respect to such Existing Letters of Credit shall constitute Obligations and (iii) each Lender shall have reimbursement obligations with respect to be issued such Existing Letters of Credit as provided in replacement thereofSection 3.4.
Appears in 1 contract
Sources: Credit Agreement (Allscripts Healthcare Solutions, Inc.)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 3.04(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Co-Issuers on any Business Day from during the period commencing on the Series 2012-1 Closing Date to, but not including, and ending on the date that is ninety (90) days ten Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided, provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Series 2012-1 Class A-1 Outstanding Principal Amount would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Series 2012-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars in Dollars, (y) have a minimum face amount of at least $100,000, 100,000 (iiunless otherwise agreed by the L/C Provider) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, and (iiiz) expire on a date not no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is ten Business Days prior to the Commitment Termination Date and (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided further that any Letter of Credit may have an expiration date that is otherwise later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Lender Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee (or the Control Party on its behalf) to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (iv3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be subject to paid directly into the Uniform Customs and/or ISP 98Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouriapplicable. The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters applicable Requirement of Law or (II) amend any Letter of Credit shall also include extensions hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or modifications (2) the beneficiary of any existing Letters such Letter of Credit does not accept the proposed amendment to such Letter of Credit, unless the context otherwise requires.
(cb) For On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2012-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2012-1 Closing Date. Such initial Series 2012-1 Class A-1 L/C Note shall be dated the Series 2012-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2012-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2012-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2012-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2012-1 Class A-1 L/C Note and shall be deemed to be Series 2012-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Existing Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2012-1 Supplement, the outstanding principal amount evidenced by the Series 2012-1 Class A-1 L/C Note may be increased by issuances of Letters of Credit set forth or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Co-Issuers may (or shall cause the Manager on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon their behalf to) from time to time request that the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request L/C Provider either (i) provide a new Letter of Credit or (ii) deem letters of credit in existence prior to the Series 2012-1 Closing Date with the Master Issuer as applicant thereunder and Barclays Bank PLC as the letter of credit provider thereunder to be Letters of Credit provided and issued by the L/C Provider hereunder (so long as such letter of credit would have been permitted to have been issued hereunder but for the date of its issuance) by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in replacement thereofthe form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider, which, for the L/C Issuing Bank as of the Closing Date, shall be in the form of Exhibit A-2 hereto), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule V hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2012-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2012-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2012-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series
(d) The Co-Issuers shall jointly and severally pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2012-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2012-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the account of the applicable L/C Issuing Bank the L/C Fronting Fees (as defined in the Series 2012-1 Class A-1 VFN Fee Letter, the “L/C Fronting Fees”) in accordance with the terms of the Series 2012-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(g) The Co-Issuers may, upon three Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts.
(h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderBank, in reliance on the agreements of the other Lenders Banks set forth in Section 3.04(asubsection 3.5(a), agrees to issue irrevocable standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day from on or after the Closing Amendment Effective Date to, but not including, until the date that which is ninety five (905) days Business Days prior to the Termination Date end of the Commitment Period in such form as may be approved from time to time by the Issuing LenderBank (all such letters of credit outstanding on the date hereof and all letters of credit to be issued hereunder, together with all extensions, renewals and replacements thereof, are herein collectively referred to as the "Letters of Credit"); provided, PROVIDED that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if at the time of such issuance a Default exists or an Event of Default has occurred and is continuing or if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Available Revolving Credit Commitment would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000Dollars, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than the Termination Date and (iii) expire no later than a date one (1) year after its issuance, PROVIDED that is otherwise satisfactory any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to the Issuing Lender and in clause (ivii) above).
(b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. the Issuing Bank's principal place of business.
(c) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided, provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the lesser of (x) the L/C Commitment or (y) unless otherwise agreed by the Administrative Agent, the then applicable Maximum Outstanding Amount of Letters of Credit or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Available Revolving Credit Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Basebe less than zero.
(b) Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000Dollars, (ii) be a standby letter of credit issued available to support the obligations of the Borrower or any Guarantor under self insurance or workers' compensation insurance programs, including renewal of its Subsidiariesexisting letters of credit, contingent or otherwise, incurred in and for other purposes reasonably satisfactory to the ordinary course of business, Administrative Agent and (iii) expire on a date not no later than the date that is 60 days after the Maturity Date (subject to certain extension provisions acceptable to the Administrative Agent and the applicable Issuing Lender; provided, that if the Termination Date and that is otherwise satisfactory occurs prior to the expiration of any Letter of Credit, the Borrower shall, on or prior to the Termination Date, (x) cause all such Letters of Credit to be returned to the applicable Issuing Lender Bank undrawn and marked "cancelled" or (ivy) to the extent that the Borrower is unable to replace and return any such Letter of Credit, deposit cash in the L/C Cash Collateral Account in an amount equal to 105% of the face amount of all such Letters of Credit, as collateral security for the Borrower's reimbursement obligations in connection therewith, such cash to be remitted to the Borrower upon the expiration, cancellation or other termination or satisfaction of the Borrower's reimbursement obligations in respect of all such Letters of Credit and all other Obligations then outstanding under this Agreement.
(c) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The New York.
(d) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Revolving Credit and Guarantee Agreement (Grand Union Co /De/)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section 3.04(asubsection 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided, provided that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (iissuance,(i) the L/C Obligations would exceed the L/C Commitment,(ii) the Available Commitment would be less than zero, or (iiiii) the aggregate principal amount Aggregate Outstanding Extensions of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Credit would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing BaseLimit.
(b) Each Letter of Credit shall shall:
(i) be denominated in Dollars in a minimum amount of $100,000, and shall be either (iiA) be a standby letter of credit issued to support obligations of the Borrower or any of its SubsidiariesBorrower, contingent or otherwise, incurred in connection with the working capital and business needs of the Borrower in the ordinary course of business, including in connection with any acquisition permitted by Section 7.9(c) (iiia "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit") and
(ii) expire on a date not no later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and Date.
(ivc) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York.
(d) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderBank, in reliance on the agreements of the other Lenders Banks set forth in Section 3.04(asubsection 3.5(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower Company and its Designated Subsidiaries on any Business Day from on or after the Closing Effective Date to, but not including, until the date that which is ninety (90) days five Business Days prior to the Termination Date end of the Commitment Period in such form as may be approved from time to time by the Issuing LenderBank (all such letters of credit outstanding on the date hereof and all letters of credit to be issued hereunder, together with all extensions, renewals and replacements thereof, are herein collectively referred to as the "Letters of Credit"); provided, provided that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if at the time of such issuance a Default exists or an Event of Default has occurred and is continuing or if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Available Revolving Credit Commitment would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000Dollars, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than the Termination Date and that is otherwise satisfactory to (ii) expire no later than a date one year after its issuance. Each Letter of Credit shall be issued as credit support for (x) insurance and vendor financial obligations, (y) performance bonds issued on behalf of the Issuing Lender and Company or any Designated Subsidiary in its ordinary course of business, including, but not limited to, bonds required for court proceedings, or (iv2) other similar financial support for obligations of the Company.
(b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. the Issuing Bank's principal place of business.
(c) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (Dairy Mart Convenience Stores Inc)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided, provided that the no Issuing Lender shall have no an obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations aggregate amount of the Available Revolving Commitments would exceed the L/C Commitment be less than zero or (ii) the aggregate principal amount Total Permitted Foreign Currency Extensions of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Credit would exceed $50,000,000. Each letter of credit outstanding on the lesser Closing Date and listed on Schedule 3.1 shall constitute a “Letter of Credit” for the purposes of this Agreement, provided, that if the account party in respect of any such letter of credit is not the Borrower (any such account party, an “Existing Account Party”), the Borrower and the relevant Existing Account Party shall be jointly and severally liable for all obligations (including reimbursement obligations) applicable thereto. Each Letter of Credit shall expire no later than the earlier of (1x)(A) the Working Capital Commitment first anniversary of its date of issuance, in the case of standby Letters of Credit, and (2B) 180 days after the date of issuance, in the case of commercial Letters of Credit, and (y) the Borrowing Basedate that is five Business Days prior to the Revolving Termination Date, provided that any standby Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(b) Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The New York.
(c) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day from the Closing Date to, through but not including, the date that is ninety (90) days prior to including the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or (iib) the Committed Extensions of Credit would exceed such Lender's Commitment or (c) the aggregate principal amount of all outstanding Working Capital Loans, Loans plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Aggregate Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000500,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) have a term of not more than one (1) year, (iv) expire on a date not which shall be no later than thirty (30) days prior to the Termination Date and that is otherwise satisfactory to the Issuing Lender and (ivv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of MissouriNorth Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “"issue” " and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day from the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital LoansExtensions of Credit, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser Commitments. The Existing Letters of (1) Credit shall be deemed to have been issued pursuant hereto, and from and after the Working Capital Commitment Closing Date shall be subject to, and (2) governed by, the Borrowing Baseterms and conditions hereof.
(b) Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000500,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) (A) expire on a date not later than five (5) Business Days prior to the Termination Date Date, (B) have a term not exceeding one year, (C) and that is otherwise reasonably satisfactory to the Issuing Lender Lender, and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of MissouriNew York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “"issue” " and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Revolving Credit Agreement (South Jersey Industries Inc)
L/C Commitment. (a) Subject to the terms and conditions of this Agreement-------------- hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(asubsection 4.4(a), agrees to issue standby letters of credit (“"Letters of ---------- Credit”") for the account of the Borrower HCC on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Commitment Period ------ in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of -------- Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or the Available Commitment.
(a) Each Letter of Credit shall:
(i) be denominated in Dollars and shall be either (A) a standby letter of credit issued to support obligations of HCC or its Subsidiaries (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued ------------------------ in respect of the purchase of goods or services by HCC and its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit") and ---------------------------
(ii) expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the aggregate principal amount of outstanding Working Capital Loans, plus date that is five Business Days prior to the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing BaseTermination Date.
(b) Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York.
(c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a)5.4, agrees to issue standby letters of credit (each a “Letters Letter of Credit”) for the account of the Borrower on any Business Day from the Closing Date to, but not including, until the date that is ninety (90) days ten Business Days prior to the earliest of (i) the Revolving Termination Date Date, (ii) the date of delivery of a Notice to Convert and (iii) any date of termination of the Loan Commitment, in such form as may be approved from time to time by the such Issuing Lender; provided, provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate principal amount of outstanding Working Capital Loansthe Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of all outstanding Letters of Credit issued by such Issuing Lender would exceed 33 1/3% of the L/C Obligations would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Commitment. Each Letter of Credit shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (z) expire no later than the first anniversary of its date of issuance; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than five Business Days prior to the Revolving Termination Date (or, if the Borrower shall have elected to convert the Loans to a term loan pursuant to Section 2.7, the Converted Loan Termination Date), the Borrower shall, not later than (i) five Business Days preceding the Revolving Termination Date (or, if the Borrower shall have elected to convert the Loans to a term loan pursuant to Section 2.7, the Converted Loan Termination Date), deposit in a minimum cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of $100,000Credit, if the Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) be a standby letter of credit issued to support obligations of fifteen days preceding the Revolving Termination Date (or, if the Borrower shall have elected to convert the Loans to a term loan pursuant to Section 2.7, the Converted Loan Termination Date), deposit in a cash collateral account established with the Administrative Agent an amount equal to the L/C Obligations with respect to such Letters of Credit if the Borrower’s Rating in effect is lower than BBB- as published by S&P, or any is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of its Subsidiaries, contingent or otherwise, incurred in such Letters of Credit of (i) the ordinary course of business, (iii) expire on a date not later than Borrower shall survive the Termination Maturity Date and that is otherwise satisfactory to the Issuing Lender shall remain in effect until no such Letters of Credit remain outstanding and (ivii) each Lender shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender andreinstated, to the extent not inconsistent therewithany such cash collateral, the laws of application thereof or reimbursement in respect thereof is required to be returned to the State of MissouriBorrower by the applicable Issuing Lender after the Maturity Date. The Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).
(b) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters applicable requirement of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requireslaw.
(c) For Schedule 5.1 contains a description of all letters of credit issued by the Issuing Lenders and which are deemed to be issued and outstanding under this Credit Agreement on the Effective Date. Each such letter of credit, including any extension thereof, shall constitute a “Letter of Credit” for all purposes of this Credit Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Consolidated Natural Gas Co/Va)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderLetter of Credit Bank, in reliance on the agreements of the other Lenders Banks set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Domestic Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Credit Period in such form as may be approved from time to time by the Issuing LenderLetter of Credit Bank; provided, provided that the Issuing Lender Letter of Credit Bank shall not, and shall have no obligation to to, issue any Letter of Credit if, after giving effect to such issuanceissuance and to the obligations of the Banks under Section 3.4(a), the excess, if any, of (i) the Available Revolving Commitment of any Bank over (ii) an amount equal to such Bank's Revolving Commitment Percentage multiplied by the aggregate principal amount of all the Money Market Loans of all the Banks then outstanding would be less than zero; and provided, further, that the Letter of Credit Bank shall not, and shall have no obligation to, issue any Letter of Credit if, (i) after giving effect thereto, the L/C Obligations would exceed the L/C Commitment $25,000,000 or (ii) on or before the aggregate principal amount date immediately preceding the issuance date, the Letter of outstanding Working Capital LoansCredit Bank shall have received a notice of Default, plus the aggregate principal amount of outstanding Swingline Loanswhich has not been withdrawn, plus the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) from any Bank. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, (ii) and shall be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, Subsidiaries and (iiiii) expire on a date not no later than the earlier of the date which is one year after the date of issuance thereof and the Revolving Termination Date and (provided that is otherwise satisfactory to such Letter of Credit may provide that it may be extended with the Issuing Lender and consent of the Letter of Credit Bank for a period of no more than one year (ivbut in no event beyond the Revolving Termination Date)).
(b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State jurisdiction in which is located the office of Missouri. the Letter of Credit Bank from which such Letter of Credit is issued.
(c) The Issuing Lender Letter of Credit Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender such Letter of Credit Bank or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein .
(d) The Borrower and each Bank severally agree that, on the Closing Date, the letters of credit outstanding on such date set forth in Schedule II hereof shall be deemed to “issue” and derivations thereof with respect to be Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon hereof, provided that all fees and interest on such outstanding letters of credit accruing to but not including the initial expiration of each Existing Letter of Credit, the Borrower Closing Date shall terminate and cancel each be paid on such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereofdate.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the -------------- each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“"Letters ------- of Credit”") for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date --------- Revolving Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided, provided that the no Issuing Lender shall have no an obligation to -------- issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of the Available Revolving Commitments would be less than zero. Each letter of credit outstanding Working Capital Loanson the Closing Date and listed on Schedule 3.1 shall constitute a "Letter of Credit" for the purposes of this Agreement, plus provided, that if the aggregate principal amount -------- account party in respect of outstanding Swingline Loansany such letter of credit is not the Borrower (any such account party, plus an "Existing Account Party"), the aggregate amount of L/C Obligations would exceed Borrower and the lesser of relevant ---------------------- Existing Account Party shall be jointly and severally liable for all obligations (1including reimbursement obligations) the Working Capital Commitment and (2) the Borrowing Base.
(b) applicable thereto. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than the Termination Date earlier of (x)(A) the first anniversary of its date of issuance, in the case of standby Letters of Credit, and (B) 180 days after the date of issuance, in the case of commercial Letters of Credit, and (y) the date that is otherwise satisfactory five Business Days prior to the Issuing Lender and Revolving Termination Date, provided that any standby Letter of Credit -------- with a one-year term may provide for the renewal thereof for additional one-year periods (ivwhich shall in no event extend beyond the date referred to in clause (y) above).
(a) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The New York.
(b) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (axxi) Subject to the terms and conditions of this Agreementhereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.04(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower Borrowers on any Business Day Day, during the period from and including the Closing Date to, but not including, to the earlier of (v) the date that is ninety (90) 30 days prior to the 2024 Extended Revolving Credit Termination Date and (w) the termination of the Revolving Credit Commitments in accordance with the terms hereof, in such form as may be approved from time to time by the such Issuing Lender; provided, that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, immediately after giving effect to such issuance, (i1) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii2) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of the Available Revolving Credit Commitments would be less than zero, (3) the Revolving Extensions of Credit of any Lender would exceed such ▇▇▇▇▇▇’s Revolving Credit Commitment or (4) the L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) such Issuing ▇▇▇▇▇▇’s Fronting Cap. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than the Termination Date earlier of (x) the first anniversary of its date of issuance and that (y) the date which is otherwise satisfactory five Business Days prior to the Issuing Lender and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The Issuing Lender shall not at any time be obligated to issue Revolving Credit Termination Date; provided that any Letter of Credit hereunder if such issuance would conflict withwith a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Unless otherwise agreed by the applicable Issuing Lender, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable LawLetters of Credit issued shall only be standby Letters of Credit. References herein to “issue” and derivations thereof with respect to All Amendment No. 14 Existing Letters of Credit shall also include extensions or modifications of any existing Letters of Creditbe deemed to have been issued pursuant hereto and deemed L/C Obligations, unless and from and after the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto Amendment No. 14 Effective Date shall be deemed issued under this Agreement subject to and shall constitute Letters of Credit for all purposes under this Agreement. Upon governed by the initial expiration of each Existing Letter of Credit, the Borrower shall terminate terms and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereofconditions hereof.
Appears in 1 contract
Sources: Amendment No. 15 to Third Amended and Restated Credit Agreement (ENVIRI Corp)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), Lender agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Letter of Credit Availability Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Available Revolving Commitment and (2) the Borrowing Base.
(b) at such time. Each Letter of Credit shall (i) be denominated in Dollars Dollars, or in the discretion of the Issuing Lender, a minimum Foreign Currency; provided that (A) the Dollar Equivalent of each Letter of Credit denominated in Foreign Currency (each, a “Foreign Currency L/C”) shall be reported by the Issuing Bank to the Administrative Agent (unless the Administrative Agent is the Issuing Lender) promptly upon the issuance of such Foreign Currency L/C and monthly within seven (7) Business Days prior to the end of each month (including the month of issuance) or more frequently upon the request of the Administrative Agent and (B) the Dollar Equivalent of the aggregate face amount of all Foreign Currency L/Cs shall not exceed $100,000, 20,000,000 at any time; and (ii) be expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Letter of Credit Maturity Date; except that (A) any Letter of Credit with a standby letter of credit issued one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to support obligations in clause (y) above) subject to the Borrower’s satisfaction of the Borrower or conditions set forth in Section 5.2 at the time of any such renewal and (B) a Letter of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) Credit may expire on a date that is up to 365 days after the Letter of Credit Maturity Date (each such Letter of Credit, a “Holdover Letter of Credit”) if, on or before the date that is five (5) Business Days prior to the Letter of Credit Maturity Date, the Borrower provides to the Issuing Lender cash collateral in an amount equal to 105% of the Dollar Equivalent of the face amount of such Letter of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by the Issuing Lender in its sole discretion), to secure all of the Obligations relating to such Letter of Credit; provided that the Dollar Equivalent of the aggregate face amount of all Holdover Letters of Credit shall not exceed $50,000,000 at any time; and provided, further, that following the Letter of Credit Maturity Date, the Issuing Bank may recalculate the Dollar Equivalent of the face amount of any Foreign Currency L/C at any time and, to the extent that the cash collateral previously provided by the Borrower is equal to less than 105% of the Dollar Equivalent of the face amount of such Foreign Currency L/C plus all interest, fees, and costs due or to become due in connection therewith (as estimated by the Issuing Lender in its sole discretion), the Borrower shall immediately provide sufficient additional cash collateral to the Issuing Bank to make up for this shortfall. In addition, if the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Termination Date and date that is otherwise satisfactory five (5) Business Days prior to the Issuing Lender and Letter of Credit Maturity Date; provided, however, that the L/C Issuer shall not permit any such extension if (ivA) the L/C Issuer has determined that it would not be subject permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the Uniform Customs and/or ISP 98, as set forth in the Application or as determined terms hereof (by the Issuing Lender and, to the extent not inconsistent therewith, the laws reason of the State provisions of Missouri. Section 3.1(b) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if:
(i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein , including, without limitation, any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to “issue” and derivations thereof enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(ii) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally;
(iii) except as otherwise agreed by the Administrative Agent and the Issuing Lender, the Letter of Credit is in an initial Dollar Equivalent stated amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit;
(iv) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of cash collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential fronting exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Obligations under Letters of Credit shall also include extensions as to which the Issuing Lender has actual or modifications potential fronting exposure, as it may elect in its sole discretion;
(v) such Letter of Credit contains any existing Letters provisions for automatic reinstatement of Creditthe stated amount thereof after any drawing thereunder; or
(vi) subject to Section 3.1(a), unless the context otherwise requiresexpiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance thereof.
(c) For purposes of this Agreement, Unless otherwise expressly agreed by the Existing Letters L/C Issuer and the Borrower when a Letter of Credit set forth on Schedule 3.01 hereto shall be deemed is issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of UCP 600 at the time of issuance shall apply to each commercial Letter of Credit.
(d) Unless otherwise specified herein, the Borrower shall terminate and cancel each such Existing amount of a Letter of Credit and request a new at any time shall be deemed to be the Dollar Equivalent of stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be issued the maximum Dollar Equivalent of the stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in replacement thereofeffect at such time.
Appears in 1 contract
Sources: Credit Agreement (Enernoc Inc)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the -------------- Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(asubsection 3.4(a), agrees to issue standby letters of credit (“"Letters of ----------- Credit”") for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date ------ Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to -------- issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Total Aggregate Outstandings would exceed the lesser of (1x) the Working Capital Commitment aggregate Commitments and (2y) the Borrowing Base.
(b) Base then in effect. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, and shall be either (iix) be a standby letter of credit issued to support obligations of the Borrower or any of its Additional Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Additional Subsidiaries incurred in the ordinary course of businessbusiness (the "Standby Letters of Credit"), or (y) a ------------------------- commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Additional Subsidiaries in the ordinary course of business (the "Commercial Letters of Credit"), (ii) expire no later than five ---------------------------- Business Days prior to the Termination Date, and (iii) expire on a date not no later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and 365 days after its date of issuance.
(ivb) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York.
(c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (CDW Holding Corp)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day from the Closing Date to, through but not including, the date that is ninety (90) days prior to including the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to not issue any Letter of Credit (i) during the continuance of any Event of Default of which it has received notice and (ii) if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount Commitment of outstanding Working Capital Loans, plus any Lender less such Lender's Commitment Percentage of the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Obligations, Revolving Credit Loans and Swingline Loans then outstanding would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (iA) be denominated in Dollars in a minimum amount of $100,000, 100,000 (iior the Dollar Equivalent thereof with respect to any Letter of Credit denominated in an Alternative Currency) and shall be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iiiB) expire on a date not satisfactory to the Issuing Lender, which date shall be no later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and (ivC) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of MissouriNorth Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “"issue” " and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.04(a2.8(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or the Foreign L/C Usage would exceed the Foreign L/C Sublimit or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Available Revolving Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or Yen; provided, however, that a Letter of Credit will only be issued in Yen if, as of the proposed date of issuance of such Letter of Credit, the Issuing Lender determines, in its reasonable judgment (which shall be binding on all Revolving Lenders), that Yen are available in sufficient amount, at a minimum amount of $100,000reasonable cost and are otherwise freely convertible and exchangeable into Dollars, (ii) be have a standby letter face amount of credit issued to support obligations of at least $50,000 or the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in Dollar Equivalent thereof (unless otherwise agreed by the ordinary course of business, Issuing Lender) and (iii) expire on a date not no later than the Termination Date earlier of (x) the first anniversary of its date of issuance and (y) the date that is otherwise satisfactory five Business Days prior to the Issuing Lender and Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (ivwhich shall in no event extend beyond the date referred to in clause (y) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. above).
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes Schedule 2.5(c) contains a description of this Agreementall letters of credit issued by any Lender pursuant to the Existing Credit Facility and which are to remain outstanding on the Closing Date (collectively, the "Existing Letters of Credit set forth on Schedule 3.01 hereto Credit") and sets forth, with respect to each such letter of credit, (i) the name of the issuing lender, (ii) the letter of credit number, (iii) the stated amount, (iv) the name of the beneficiary and (v) the expiry date. Each such letter of credit, including any extension thereof, shall constitute a "Letter of Credit" under, as defined in, and for all purposes of, this Agreement and shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon on the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereofClosing Date.
Appears in 1 contract
L/C Commitment. (a) Subject Each Existing Letter of Credit is deemed to be a letter of credit issued hereunder for all purposes of this Agreement and the other Loan Documents. In addition, subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“together with the Existing Letters of Credit”, the "Letters of Credit") for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Available Revolving Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) shall be denominated in Dollars in a minimum amount of $100,000Dollars, (ii) shall be either (A) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwiseotherwise (a "Standby Letter of Credit"), incurred or (B) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business, business (a "Commercial Letter of Credit") and (iii) shall expire on a date not no later than the Termination Date earlier of (x) the first anniversary of its date of issuance in the case of any Standby Letter of Credit, or 180 days after its date of issuance in the case of any Commercial Letter of Credit and (y) the date that is otherwise satisfactory five Business Days prior to the Issuing Lender and Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (ivwhich shall in no event extend beyond the date referred to in clause (y) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. above).
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day from the Closing Date to, through but not including, including the date that is ninety (90) days prior to the Revolving Credit Termination Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) based upon the Dollar Amount of all outstanding Loans and L/C Obligations would exceed the L/C Commitment or Obligations, (iia) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of (1i) the Working Capital L/C Commitment and (2ii) the amount that is (x) the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base.
Base less (y) the aggregate principal amount of all outstanding Swingline Loans, Revolving Credit Loans and Alternative Currency Loans or (b) the Available Commitment of any Lender would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender Lender, which date shall be no later than ninety (90) days prior to the Revolving Credit Termination Date and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender Lender, and, to the extent not inconsistent therewith, the laws of the State of MissouriNorth Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.”
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 3.04(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Issuer or its designee on any Business Day from during the period commencing on the Series 2020-1 Closing Date to, but not including, and ending on the date that is ninety ten (9010) days Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided, provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Series 2020-1 Class A-1 Outstanding Principal Amount would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Series 2020-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars in Dollars, (y) have a minimum face amount of at least $100,00025,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuer and the L/C Provider and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iiiz) expire on a date not no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date and (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided further that any Letter of Credit may have an expiration date that is otherwise later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Lender Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (ivB) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be subject required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Uniform Customs and/or ISP 98Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouriapplicable. The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters applicable Requirement of Law or (II) amend any Letter of Credit shall also include extensions hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or modifications (2) each beneficiary of any existing Letters such Letter of Credit does not accept the proposed amendment to such Letter of Credit, unless the context otherwise requires.
(cb) For On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the Series 2020-1 Class A-1 L/C Note, which the Issuer shall deliver to the L/C Provider on the Series 2020-1 Closing Date; provided that, if such Series 2020-1 Class A-1 L/C Note is an Uncertificated Note, the Trustee shall instead register it as described in Section 4.1(f) of the Series 2020-1 Supplement. Such Series 2020-1 Class A-1 L/C Note shall be dated the Series 2020-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2020-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2020-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2020-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2020-1 Class A-1 L/C Note and shall be deemed to be Series 2020-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Existing Letters Indenture and the other Transaction Documents other than, in the case of Credit set forth on Schedule 3.01 hereto shall be deemed issued under Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and shall constitute Letters the Series 2020-1 Supplement, each issuance of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2020-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2020-1 Class A-1 L/C Note. The L/C Provider and the Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2020-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2020-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2020-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2020-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2020-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof).
(d) The Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2020-1 Class A-1 Administrative Agent Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2020-1 Class A-1 Administrative Agent Fee Letter and subject to the Priority of Payments.
(e) [Intentionally omitted.]
(f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(g) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2020-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments.
(h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to any such Affiliate. If the L/C Issuing Bank Rating Test is not satisfied with respect to any such Affiliate, then the L/C Provider or a Person selected by the Issuer (at the expense of the L/C Provider, including any expenses in connection with amendments to this Agreement necessary to effectuate the issuance of Letters of Credit by such Person hereunder) shall issue such Letter of Credit; provided that such Person satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Issuer (at the expense of the L/C Provider) being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term debt credit rating of not less than “A-2” (or then equivalent grade) from S&P or KBRA and (ii) a long-term debt credit rating of not less than “BBB” (or then equivalent grade) from S&P or KBRA or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary or beneficiaries of such proposed Letter of Credit. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Issuer in order to have any letter of credit issued in replacement thereofby a Person selected by the Issuer pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and such Person selected by the Issuer be an “L/C Issuing Bank”.
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (Vale Merger Sub, Inc.)
L/C Commitment. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day from the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “"issue” " and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement ------------- and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (Inergy L P)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a4.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the any Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i1) the L/C Obligations would exceed the L/C Commitment or (ii2) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Available RC Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Basebe less than zero.
(b) Each Letter of Credit shall shall:
(i1) be denominated in Dollars in a minimum amount of $100,000, and shall be either (iiA) be a standby letter of credit issued to support obligations of any or all of the Borrower or any of its SubsidiariesBorrowers, contingent or otherwise, incurred in respect of insurance obligations, to ▇▇▇▇▇▇▇'▇ compensation board or similar Governmental Authority for ▇▇▇▇▇▇▇'▇ compensation liabilities of a Borrower, for general corporate purposes in the ordinary course of business, (iii) expire on a date not later than the Termination Date business and that is otherwise satisfactory to for such other purposes as may be approved by the Issuing Lender and the Administrative Agent (ivsuch consent not to be unreasonably withheld) (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of goods or services by the Borrowers in the ordinary course of business (a "Commercial Letter of Credit"); and
(2) expire no later than the earlier of (i) five Business Days prior to the Revolving Credit Termination Date and (ii) 364 days from the date of issuance (subject to renewal).
(c) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State state of Missouri. relevant origin.
(d) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (Celadon Group Inc)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 3.04(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Co-Issuers on any Business Day from during the period commencing on the Series 2019-1 Closing Date to, but not including, and ending on the date that is ninety ten (9010) days Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided, provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Series 2019-1 Class A-1 Outstanding Principal Amount would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Series 2019-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars in Dollars, (y) have a minimum face amount of at least $100,00025,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Co-Issuers and the L/C Provider and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iiiz) expire on a date not no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date and (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is otherwise later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Lender Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee or the Control Party on its behalf to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (iv3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be subject to paid directly into the Uniform Customs and/or ISP 98Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouriapplicable. The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters applicable Requirement of Law or (II) amend any Letter of Credit shall also include extensions hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or modifications (2) the beneficiary of any existing Letters such Letter of Credit does not accept the proposed amendment to such Letter of Credit, unless the context otherwise requires.
(cb) For On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2019-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2019-1 Closing Date; provided that, if such Series 2019-1 Class A-1 L/C Note is an Uncertificated Note, the Trustee shall instead register it as described in Section 4.01(f) of the Series 2019-1 Supplement. Such initial Series 2019-1 Class A-1 L/C Note shall be dated the Series 2019-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2019-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2019-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2019-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2019-1 Class A-1 L/C Note and shall be deemed to be Series 2019-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Existing Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2019-1 Supplement, the outstanding principal amount evidenced by the Series 2019-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Co-Issuers may (or shall cause the Manager on their behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule 3.01 IV hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes provided and issued by the L/C Provider hereunder as of the Series 2019-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2019-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2019-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2019-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2019-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. Upon The L/C Provider shall furnish a copy of such Letter of Credit to the initial expiration Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Existing Letter of Credit (including the amount thereof).
(d) The Co-Issuers shall jointly and severally pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2019-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2019-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the account of the applicable L/C Issuing Bank the L/C Fronting Fees, if any, in accordance with the terms of the Series 2019-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(g) The Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amount.
(h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the Borrower L/C Provider or a Person selected by (at the expense of the L/C Provider) the Co-Issuers shall terminate issue such Letter of Credit; provided that such Person and cancel each issuance of such Existing Letter of Credit and request a new satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Co-Issuers being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “P-2” from ▇▇▇▇▇’▇ and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from ▇▇▇▇▇’▇ or “BBB” from S&P or such other minimum long-term unsecured debt rating as may be issued in replacement thereofreasonably required by the beneficiary of such proposed Letter of Credit.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(asubsection 3.4(a), agrees to issue standby letters the Class G Letter of credit (“Credit and to issue Commercial Letters of Credit”) Credit and/or Standby Letters of Credit for the account of the Borrower and for the account of the Parent (but in no event shall the same Letter of Credit be issued for both the account of the Parent and the Borrower) (the Class G Letter of Credit, Commercial Letters of Credit and Standby Letters of Credit being, collectively, "Letters of Credit") on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date L/C Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue (i) any Standby Letter of Credit if, after giving effect to such issuance, (iA) the L/C Obligations would exceed the L/C Commitment or (B) the Available Commitment of all the Lenders would be less than zero or (ii) any Commercial Letter of Credit if, after giving effect to such issuance, (A) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of L/C Commitment, (1B) the Working Capital Available Commitment and of all the Lenders would be less than zero or (2C) the Borrowing BaseL/C Obligations with respect to all Commercial Letters of Credit would exceed $3,000,000.
(b) Each Letter of Credit shall shall:
(i) be denominated in Dollars in a minimum amount and shall be either (A) the Class G Letter of $100,000Credit, (iiB) be a standby letter of credit issued to support obligations of the Borrower Parent or any of its Subsidiaries, as the case may be, contingent or otherwise, incurred to provide credit support for workers' compensation, other insurance programs and other corporate purposes, including to support Existing Letters of Credit (a "Standby Letter of Credit"), or (C) a commercial letter of credit issued in respect of the purchase of goods or services by the Parent or any of its Subsidiaries in the ordinary course of businessbusiness (a "Commercial Letter of Credit");
(ii) with respect to each Standby Letter of Credit, expire no later than the earlier of (A) 365 days after its date of issuance or (B) the Termination Date; and
(iii) with respect to each Commercial Letter of Credit, expire on a date not no later than the earlier of (A) 360 days after its date of issuance or (B) the Termination Date and that is otherwise satisfactory to the Issuing Lender and Date.
(ivc) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York.
(d) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein ; provided that each Lender agrees to “issue” use reasonable efforts (consistent with its internal policy and derivations thereof legal and regulatory restrictions) to designate a different lending office if the making of such a designation would permit such Lender not to conflict with, or cause such Lender not to exceed, any limits imposed by any Requirement of Law in connection with respect to Letters of Credit shall also include extensions or modifications the issuance of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request such designation would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. The Borrower may replace any Lender (but the Agents shall not have any obligation to identify or locate a new replacement Lender) which, as a result of circumstances affecting such Lender, causes the Issuing Lender to no longer have an obligation to issue any such Letter of Credit with an Assignee who shall become a Lender hereunder pursuant to subsection 11.6(c). Notwithstanding the foregoing, no such replaced Lender shall be issued in replacement thereofrequired to sell to such Assignee its Revolving Credit Loans at less than their par value.
Appears in 1 contract
Sources: Credit Agreement (Envirosource Inc)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the each Issuing LenderBank, in reliance on the agreements of the other Lenders Banks set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) in dollars for the account of the Borrower Company on any Business Day from on and after the Closing Effective Date toand until the termination of the Commitment of the Issuing Bank in accordance with the terms hereof, but not including, the date that is ninety (90) days prior to the Termination Date in such form as may be approved from time to time by the Issuing LenderBank; provided, provided that the Issuing Lender Barclays Bank PLC shall have no obligation to issue commercial Letters of Credit hereunder; provided, further, that no Issuing Bank shall issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount excess of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus Total Commitment over the aggregate amount of Loans and L/C Obligations then outstanding would be less than zero; provided, further, that no Initial Issuing Bank shall at any time be obligated to issue any Letter of Credit if, after giving effect to such issuance, the sum of (x) the aggregate undrawn and unexpired amount of all then outstanding Letters of Credit issued by such Initial Issuing Bank and (y) the aggregate amount of drawings under Letters of Credit issued by such Initial Issuing Bank that have not then been reimbursed pursuant Section 3.5 would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) $60,000,000. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, dollars and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the later of (A) the Original Termination Date and that is otherwise satisfactory (B) if any Commitments are extended pursuant to the Issuing Lender and (iv) be subject to the Uniform Customs and/or ISP 98Section 2.25, as set forth in the Application or such extended termination date as determined by pursuant to Section 2.25, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) in this sentence above).
(b) No Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requiresapplicable Laws.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Southwest Airlines Co)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements agree ments of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby or direct pay letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day from the Closing Date to, through but not including, including the date that is ninety (90) days prior to the Revolving Termination Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or (iib) the aggregate principal amount Available Commitment of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations any Lender would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,0001,000,000, (ii) be a standby or direct pay letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, business (including without limitation in support of obligations in connection with Project Related Debt) (iii) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender Lender, which date shall be no later than the Revolving Termination Date and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of MissouriNorth Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “"issue” " and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (Corrections Corporation of America)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower or the Subsidiaries listed on Schedule 3.1 (as such schedule may be updated from time to time to the satisfaction of the Issuing Lender), and to amend or extend Letters of Credit previously issued by it, on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Available Revolving Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date and that is unless such Letter of Credit shall be cash collateralized or otherwise satisfactory credit supported to the reasonable satisfaction of the Administrative Agent and the Issuing Lender and Lender. Any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (ivwhich shall in no event extend beyond the date referred to in clause (y) above); provided further, that in the event any such Letter of Credit is renewed beyond the date referred to in clause (y) above, such Letter of Credit shall be subject cash collateralized or otherwise credit supported to the Uniform Customs and/or ISP 98, as set forth in reasonable satisfaction of the Application or as determined by Administrative Agent and the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. Lender.
(b) The Issuing Lender shall not at any time be obligated to issue or amend any Letter of Credit hereunder if such issuance or amendment would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreement-------------- hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day from during ----------------- the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no -------- obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Available Revolving Credit Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than the Termination Date earlier of (x) the first anniversary of its date of issuance and that (y) the date which is otherwise satisfactory five Business Days prior to the Issuing Lender Scheduled Revolving Credit Termination Date, provided -------- that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). The letters of credit set forth on Schedule 3.1 shall be deemed to be issued under this Agreement and shall constitute Letters of Credit for all purposes hereunder.
(ivb) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York.
(c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreement-------------- hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.04(asubsection 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day from during ----------------- the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount Available Commitment with respect to Revolving Credit Loans of outstanding Working Capital Loans, plus all Revolving Credit Lenders less the aggregate principal amount of the Swing Line Loans then outstanding Swingline Loans, plus the aggregate amount of L/C Obligations ---- would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Basebe less than zero.
(b) Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000Dollars, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, otherwise and (iii) expire on a date not no later than the Termination Date and earlier of (x) the date that is otherwise satisfactory 12 months after the date of its issuance and (y) the fifth Business Day prior to the Issuing Lender and Revolving Loan Termination Date; provided that any Letter of Credit with an expiration date occurring up to twelve months after such Letter of Credit's date of issuance may be automatically renewable for subsequent 12-month periods (ivbut in no event later than the fifth Business Day prior to the Revolving Loan Termination Date).
(c) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York.
(d) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters applicable Requirement of Credit shall also include extensions Law or modifications any policies of any existing Letters of Credit, unless the context otherwise requiresIssuing Lender.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower Borrowers on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided, provided that the such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations the Available Commitments would exceed be less than zero and, provided, further, that, if any Issuing Lender shall issue any Letter of Credit that results in the lesser aggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the issuance of such Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Letter of Credit only to the extent of the portion thereof (1the "Participated Portion") that, if such Letter of Credit had been issued in an amount equal to the Working Capital Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Letter of Credit (2and any related Reimbursement Obligations) that does not constitute the Borrowing Base.
(b) Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, or Pounds Sterling and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than the Termination Date earlier of (x) the first anniversary of its date of issuance and (y) the date that is otherwise satisfactory five Business Days prior to the Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender and (iv) of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be subject unable to satisfy the Uniform Customs and/or ISP 98, as conditions set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The Section 5.2.
(b) No Issuing Lender shall not at any time be obligated to issue (i) any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower's aggregate Secured L/C Obligations after giving effect to “issue” the issuance of such Secured Letter of Credit, (y) all cash and derivations thereof with respect Eligible Securities constituting such Borrowing Base are not then held in a Collateral Account of such Borrower established pursuant to Section 4.02 of the Security Agreement or (z) the issuance of such Secured Letter of Credit would cause the Dollar Amount of the aggregate undrawn and unexpired face amount of Secured Letters of Credit shall also include extensions or modifications issued for the account of all Borrowers hereunder to exceed $250,000,000. Prior to issuing any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Secured Letter of Credit, the Borrower applicable Issuing Lender shall terminate and cancel each such Existing Letter obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of Credit and request a new Letter of Credit to the preceding sentence shall be issued in replacement thereofsatisfied.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) Credit for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate principal amount L/C Obligations in respect of outstanding Working Capital Loansall Standby Letters of Credit would exceed $20,000,000, plus (iii) the aggregate principal amount L/C Obligations in respect of outstanding Swingline Loans, plus all Trade Letters of Credit would exceed $5,000,000 or (iv) the aggregate amount of L/C Obligations the Available Revolving Credit Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than the Termination Date earlier of (x) the first anniversary of its date of issuance and that (y) the date which is otherwise satisfactory 30 days prior to the Issuing Lender and Revolving Credit Termination Date, provided that any Standby Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (ivwhich shall in no event extend beyond the date referred to in clause (y) above).
(b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York.
(c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the each Issuing Lender, in reliance on the agreements of the other U.S.$ Revolving Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) Credit for the account of any Borrower (other than the Canadian Borrower) (or, if a Letter of Credit is for the account of a Subsidiary that is not a Borrower, jointly for the account of a Borrower and such Subsidiary) on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided, provided that the (A) no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations aggregate amount of the Available Revolving Commitments would exceed the L/C Commitment or be less than zero, (ii) in the case of a Letter of Credit to be issued in Euros, (x) the aggregate principal amount of outstanding Working Capital Loansall Revolving Loans made in Euros, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of together with all L/C Obligations in such currency, would exceed the lesser of Euro 20,000,000 or (1y) the Working Capital Commitment aggregate L/C Obligations denominated in Euros would exceed Euro 5,000,000, and (2B) Bank of America, N.A. shall have no obligation to issue any Letter of Credit other than the Borrowing Base.
(b) Existing Letters of Credit that shall remain outstanding until their respective expiration dates. Each Letter of Credit shall (i) be denominated in U.S. Dollars in a minimum amount of $100,000or Euros, as selected by the applicable Borrower, and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than the Termination Date earlier of (x) the first anniversary of its date of issuance and (y) the date that is otherwise satisfactory five Business Days prior to the Issuing Lender and Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (ivwhich shall in no event extend beyond the date referred to in clause (y) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The above).
(b) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes The Administrative Agent will determine the Dollar Equivalent amount of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing L/C Obligations with respect to any Letter of Credit when issued, when drawn upon and request a new Letter unless the Administrative Agent has previously determined such Dollar Equivalent amount during such month, as of Credit to be issued in replacement thereofthe last Business Day of each month.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a)Borrower contained herein, agrees to issue standby letters of credit (“Letters of Credit”) Credit for the account of the Borrower or any Subsidiary on any Business Day from during the Closing Date to, but not including, term of the date that is ninety (90) days prior to the Termination Date Revolving Credit Commitment in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, the conditions of Section 2.01(b) and (ic) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal not be satisfied; and provided, further, that no Letter of Credit shall be issued in a face amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Baseless than $75,000.
(b) Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, Dollars; and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than (x) with respect to Standby Letters of Credit, the earlier of (A) the Revolving Credit Termination Date and that is otherwise satisfactory to (B) 365 days after the Issuing Lender issue date of such Standby Letter of Credit, and (ivy) with respect to documentary Letters of Credit, the earlier of (A) the Revolving Credit Termination Date and (B) 180 days after the issue date of such documentary Letter of Credit.
(c) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York, without giving effect to the conflicts of laws principles thereof.
(d) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(ce) For purposes The responsibility of this Agreement, the Existing Letters Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit shall, in addition to any payment obligation expressly provided for all purposes under this Agreement. Upon the initial expiration of each Existing in such Letter of Credit, be limited to determining that the Borrower shall terminate and cancel documents (including each draft) delivered under such Existing Letter of Credit in connection with such presentment are in conformity with such Letter of Credit and request a new Letter of Credit to be issued in replacement thereofotherwise comply with the Uniform Customs.
Appears in 1 contract
Sources: Credit Agreement (Kroll Inc)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day from the Closing Date to, through but not including, including the date that is ninety (90) days prior to the Termination Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or (iib) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Revolving Credit Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,0001,000,000, or in such other amount as agreed to by the Administrative Agent, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no more than one (1) year from the issuance thereof, which date shall be no later than the Termination Date and that is otherwise satisfactory five (5) business days prior to the Issuing Lender Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP ISPA 98, as set forth in the Application or as to be determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of MissouriNorth Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the . The Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement be, from and shall constitute after the Closing Date, Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereofhereunder.
Appears in 1 contract
Sources: Credit Agreement (Hickory Tech Corp)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderAdministrative Agent, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to arrange for the Issuing Bank to issue standby letters of credit (“Letters of Credit”) Credit for the account of the Borrower Borrowers on any Business Day from the Closing Date to, through but not including, the date that is ninety including five (905) days Business Days prior to the Termination Maturity Date in such form as may be approved from time to time by the such Issuing LenderBank; provided, that the Issuing Lender Administrative Agent shall have no obligation to issue arrange for the issuance of any such Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or (iib) the aggregate principal amount of outstanding Working Capital Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate principal amount of outstanding Protective Advances, plus the aggregate amount of L/C Obligations would exceed the lesser of (1x) the Working Capital Revolving Credit Commitment and (2y) the Borrowing Base.
(b) Base Amount. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,0005,000, (ii) be a standby or commercial letter of credit issued to support obligations of the Borrower or any of its SubsidiariesCredit Party, contingent or otherwise, incurred in the ordinary course of businessbusiness (including bid, performance, surety and similar bonds or obligations), (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (it being understood and agreed that such limitation shall not be construed to prohibit the issuance by such Issuing Bank of “evergreen” Letters of Credit providing for automatic extension for periods not exceeding 12 months), which expiry date (including any such date that could automatically be extended pursuant to an “evergreen” provision contained in a Letter of Credit) shall be no later than the Termination Date and that is otherwise satisfactory fifth (5th) Business Day prior to the Issuing Lender date specified in clause (a) of the definition of the term “Maturity Date” and (iv) be subject to the Uniform Customs and/or ISP 98ISP98, as set forth in the Letter of Credit Application or as determined by the such Issuing Lender Bank and, to the extent not inconsistent therewith, the laws of the State of MissouriNew York. The Issuing Lender Administrative Agent shall not at any time be obligated to issue arrange for the issuance of any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing outstanding Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, -------------- the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(asubsection 4.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") ----------------- for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of -------- Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount Aggregate Outstandings of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations all Lenders would exceed the lesser of (1x) the Working Capital Commitment aggregate Commitments and (2y) the Borrowing Base.
(b) Base then in effect. Each Letter of Credit shall (i) be denominated in Canadian Dollars in a minimum amount of $100,000, and shall be either (iix) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of businessbusiness (a "Standby Letter of ----------------- Credit"), or (y) a commercial letter of credit in respect of the purchase of ------ goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit"), (ii) expire no later than --------------------------- the Termination Date, and (iii) expire on a date not no later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and 365 days after its date of issuance.
(ivb) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State Province of Missouri. Ontario and the laws of Canada applicable therein.
(c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (CDW Holding Corp)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower Borrowers on a joint and several basis on any Business Day from the Closing Date to, through but not including, including the date that is ninety (90) days prior to the Termination Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount sum of outstanding Working Capital Loans, (A) the L/C Obligations at such time plus (B) the aggregate principal amount of all outstanding Revolving Credit Loans and Swingline Loans, plus Loans would exceed the aggregate amount of then applicable Borrowing Limit. If at any time the L/C Obligations would exceed such permitted amount, the lesser of (1) Borrowers shall furnish to the Working Capital Commitment and (2) Administrative Agent cash collateral satisfactory to the Borrowing BaseAdministrative Agent in an amount equal to such excess to be applied in accordance with Section 12.2(b).
(b) Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, (ii) be a standby letter of credit issued to support obligations of the Borrower Borrowers or any of its their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than one (1) year from the Termination Date and date of issuance thereof; provided, that is otherwise satisfactory in no case shall such expiration date be later than three (3) Business Days prior to the Issuing Lender Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of MissouriNorth Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “"issue” " and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (GTS Duratek Inc)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided, provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate principal amount L/C Obligations in respect of outstanding Working Capital LoansLetters of Credit issued by such Issuing Lender would exceed the Issuing Lender Commitment of such Issuing Lender (it being understood and agreed that, plus subject to the aggregate principal amount foregoing clause (i) and the following clause (iii), any Issuing Lender may, in its sole discretion, issue Letters of outstanding Swingline Loans, plus Credit in excess of its Issuing Lender Commitment as separately agreed with the Borrower and notified to the Administrative Agent) or (iii) the aggregate amount of L/C Obligations the Available Revolving Commitments would exceed be less than zero. The Borrower may, at any time and from time to time, reduce or increase the lesser Issuing Lender Commitment of any Issuing Lender with the consent of such Issuing Lender; provided that the Borrower shall not reduce the Issuing Lender Commitment of any Issuing Lender if, after giving effect of such reduction, the conditions set forth in clauses (1i) the Working Capital Commitment and through (2iii) the Borrowing Base.
(b) above shall not be satisfied. Each Letter of Credit shall (i1) be denominated in Dollars in a minimum amount of $100,000, and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii2) expire on a date not no later than the earlier of (x) the first anniversary of its date of issuance and (y) unless Cash Collateralized in an amount equal to 103% of the face amount of such Letter of Credit (and it being understood and agreed that (A) any Letter of Credit will not be issued for longer than one year past the Revolving Termination Date and that is otherwise satisfactory to or be renewable thereafter without the consent of the applicable Issuing Lender and (ivB) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws obligations of the State of Missouri. The Issuing Lender L/C Participants under Section 3.4 shall not at any time be obligated continue after the Revolving Termination Date with respect to issue any Letter of Credit hereunder if such issuance would conflict with, or cause that expires after the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this AgreementRevolving Termination Date), the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon date that is thirty (30) days prior to the initial expiration of each Existing Letter of CreditRevolving Termination Date, the Borrower shall terminate and cancel each such Existing provided that any Letter of Credit and request with a new Letter of Credit one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to be issued in replacement thereofclause (y) above).
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section 3.04(a2.23(c), agrees to issue standby letters of credit (“Letters of Credit”) denominated in a Permitted Currency for the account of the Borrower on any Business Day from the Closing Date to, through but not including, including the date that which is ninety five (905) days Business Days prior to the Termination Revolving Maturity Date in such form as may be approved from time to time by the Issuing LenderBank and the Agent; provided, that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, based upon the Equivalent Dollar Amount of all outstanding Revolving Loans and L/C Obligations, (ia) the L/C Obligations would exceed the lesser of (i) the L/C Commitment or (ii) the aggregate principal Revolving Commitment less the amount of all outstanding Working Capital Revolving Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment Loans and (2) the Borrowing Base.
Competitive Bid Loans or (b) the unused portion of the Revolving Commitment of any Lender would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars a Permitted Currency in a minimum amount of $100,000, or such lesser amounts as may be agreed to by the Issuing Bank, (or the Alternative Currency Amount thereof with respect to any Alternative Currency Letter of Credit), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, and (iii) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender Bank and the Agent, which date shall be no later than five (iv5) be subject Business Days prior to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of MissouriRevolving Maturity Date. The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Senior Unsecured Revolving Credit Agreement (Choice Hotels International Inc /De)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), subsection 3.4(a) agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided, PROVIDED that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i1) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital LoansCommitment, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment and (2) the Available Revolving Credit Commitments would be less than zero or (3) the Aggregate Covered Outstanding Revolving Extensions of Credit at such time would exceed the Borrowing BaseBase at such time.
(b) Each Letter of Credit shall shall:
(i1) be denominated in Dollars in a minimum amount of $100,000, and shall be either (iiA) be a standby letter of credit issued to support obligations of the Borrower (a "STANDBY LETTER OF CREDIT"), or any (B) a commercial letter of credit issued in respect of the purchase of goods or services by the Borrower and its Subsidiaries, contingent or otherwise, incurred Subsidiaries in the ordinary course of business, business (iiia "COMMERCIAL LETTER OF CREDIT") and
(2) expire on a date not no later than the Termination Date earlier of (i) one year after the date of issuance and that is otherwise satisfactory (ii) five Business Days prior to the Issuing Lender and Termination Date; provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (ivwhich shall in no event extend beyond the date referred to in clause (ii) above).
(c) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York.
(d) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each of this Agreement, the Issuing LenderLenders, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) Credit for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided, that the no Issuing Lender shall have no obligation be obliged to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the sum of the aggregate outstanding principal amount of outstanding Working Capital Loans, plus all Loans made by the aggregate principal amount Lenders and of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations then outstanding would exceed the lesser of Aggregate Revolving Credit Commitment then in effect, or (1iii) the Working Capital any Lender's Available Revolving Credit Commitment and (2) the Borrowing Basewould be less than $0.
(b) Each Letter of Credit shall (i) be denominated in Dollars Dollars, unless otherwise approved by the Issuing Lenders; (ii) be in a minimum dollar amount of $100,000, unless otherwise approved by the Issuing Lenders; (iiiii) if a Standby Letter of Credit, be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred or to finance the working capital and business needs of the Borrower or any of its Subsidiaries in the ordinary course of business, (iii) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and ; (iv) if a Standby Letter of Credit, expire no later than two years after the date of its issuance; and (v) if a Commercial Letter of Credit, expire no later than ninety days after the date of its issuance.
(c) Each Commercial Letter of Credit shall be subject to the Uniform Customs and/or ISP 98and each Standby Letter of Credit shall, as set forth at the discretion of the Issuing Lender, be subject either to the Uniform Customs or to the ISP98, except that rule 5.09 of the ISP98 shall not be applicable; notwithstanding anything to the contrary in the any Application or as determined by the Issuing Lender and, other document related to the extent not inconsistent therewith, the laws any Letter of the State of Missouri. The Credit.
(d) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Revolving Credit Agreement (Advanced Fibre Communications Inc)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderBank, in reliance on the agreements of the other L/C Lenders set forth in Section 3.04(a), agrees to issue standby letters of credit (“Letters of Credit”) Credit for the account of the any Borrower (on behalf of such Borrower or on behalf of any other Group Member) on any Business Day during the period from the Closing Effective Date to, but not including, until the date that is ninety thirty (9030) days prior to the L/C Termination Date in such form as may be approved from time to time by the Issuing LenderBank; provided, provided that the Issuing Lender Bank shall not have no any obligation to issue any Letter of Credit if, if after giving effect to such issuance, (ix) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Issuer Exposure would exceed the lesser of (1) the Working Capital Commitment aggregate L/C Commitments of all L/C Lenders and (2) the Borrowing BaseFacility Cap, or (y) the aggregate amount in the Lender Cash Collateral Accounts would be less than 102% of the Issuer Exposure.
(b) Each Letter of Credit shall (i) be denominated in Dollars or any other lawful foreign currency which is approved in writing on a minimum amount of $100,000case by case basis by the Issuing Bank, the Required L/C Lenders and the Agent in their sole and absolute discretion and (ii) be a standby letter expire no later than one year following the date of credit issued issuance of such Letter of Credit; provided that, in the event that any Letter of Credit is outstanding on the date that is thirty (30) days prior to support obligations the L/C Termination Date, the Borrowers shall on or before such date, Cash Collateralize an amount equal to 102% of the Borrower or any L/C Obligations with respect to all such Letters of its Subsidiaries, contingent or otherwise, incurred in the ordinary course Credit pursuant to Section 3.11. Each Application and each Letter of business, (iii) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and (iv) Credit shall be subject to either the Uniform Customs and/or International Standby Practices (ISP 98) of the International Chamber of Commerce or the UCP, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York.
(c) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant Lender to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein , (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to “issue” and derivations thereof enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to Letters such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall also include extensions impose upon the Issuing Bank any unreimbursed loss, cost or modifications expense which was not applicable on the Effective Date and which the Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) such issuance would violate one or more policies of any existing Letters the Issuing Bank applicable to letters of Credit, unless credit generally; (iv) the context otherwise requires.
(c) For purposes conditions precedent to each issuance of this Agreement, the Existing Letters a Letter of Credit set forth in Section 4.02 have not been satisfied; (v) at the time of such issuance (x) the Cash Collateral Agreement shall have ceased for any reason to be in full force and effect or (y) any L/C Lender or Loan Party shall so state in writing or (z) any Lien created by the Cash Collateral Agreement shall cease to be enforceable and of the same effect and priority purported to be created thereby; or (vi) at the time of such proposed L/C Extension there has been a drawing on Schedule 3.01 hereto any Letter of Credit outstanding hereunder for which the Borrowers have not made all payments required to be made by the Borrowers under Section 3.05.
(d) Unless previously terminated, the L/C Commitments of each L/C Lender shall terminate and be reduced to zero on the L/C Termination Date.
(e) Notwithstanding Section 3.01(c):
(i) the Issuing Bank shall not, other than with the written consent of the Required L/C Lenders, issue any Letter of Credit if such Letter of Credit contains any provisions for automatic reinstatement of all or any portion of the stated amount thereof after any drawing thereunder or after the expiry date of such Letter of Credit;
(ii) the Issuing Bank shall not issue a Letter of Credit which includes a provision whereby such Letter of Credit shall be deemed issued under this Agreement and shall constitute Letters renewed or extended automatically for additional consecutive periods unless (x) the Required L/C Lenders have provided their written consent, (y) pursuant to the terms of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each Issuing Bank may notify the beneficiary thereof within the time period specified in such Existing Letter of Credit and request a new (which shall not exceed ninety (90) days prior to the then-applicable expiration date), or, if no such time period is specified, at least thirty (30) days prior to the then-applicable expiration date, that such Letter of Credit will not be renewed or extended, and (z) the Issuing Bank shall make such notification to be issued the beneficiary as described in replacement thereofclause (y) above promptly upon request by the Required L/C Lenders.
Appears in 1 contract
Sources: Letter of Credit and Reimbursement Agreement (Sears Holdings Corp)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i1) the L/C Obligations would exceed the L/C Commitment or (ii2) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Available RC Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Basebe less than zero.
(b) Each Letter of Credit shall shall:
(i1) be denominated in Dollars in a minimum amount of $100,000, (ii) and shall be a standby letter of credit issued to support obligations of the Borrower or any of its SubsidiariesBorrower, contingent or otherwise, incurred in respect of insurance obligations, to ▇▇▇▇▇▇▇'▇ compensation board or similar Governmental Authority for ▇▇▇▇▇▇▇'▇ compensation liabilities of the ordinary course of businessBorrower, and for such other purposes as may be approved by the Issuing Lender and the Administrative Agent (iiisuch consent not to be unreasonably withheld); and
(2) expire on a date not no later than 364 days from the date of issuance (subject to renewal). As to each Letter of Credit which is outstanding as of the Revolving Credit Termination Date Date, no further renewal of any such Letter of Credit shall occur, and that is otherwise the Borrower shall provide either (A) cash collateral in an amount satisfactory to the Issuing Lender or (B) one or more irrevocable letters of credit in form and substance, and issued by a bank, satisfactory to the Issuing Lender pursuant to which the Issuing Lender is entitled to recover the maximum amount at any time payable under each outstanding Letter of Credit, plus all costs and fees then or thereafter payable with respect to such Letter of Credit under the terms of this Agreement.
(ivc) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York.
(d) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the each Issuing LenderBank, in reliance on the agreements of the other Lenders Banks set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) in dollars for the account of the Borrower Company on any Business Day from on and after the Closing Effective Date toand until the termination of the Commitment of the Issuing Bank in accordance with the terms hereof, but not including, the date that is ninety (90) days prior to the Termination Date in such form as may be approved from time to time by the Issuing LenderBank; provided, provided that the Issuing Lender Barclays Bank PLC shall have no obligation to issue commercial Letters of Credit hereunder; provided, further, that no Issuing Bank shall issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount excess of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus Total Commitment over the aggregate amount of Loans and L/C Obligations then outstanding would be less than zero; provided, further, that no Initial Issuing Bank shall at any time be obligated to issue any Letter of Credit if, after giving effect to such issuance, the sum of (x) the aggregate undrawn and unexpired amount of all then outstanding Letters of Credit issued by such Initial Issuing Bank and (y) the aggregate amount of drawings under Letters of Credit issued by such Initial Issuing Bank that have not then been reimbursed pursuant Section 3.5 would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) $100,000,000. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, dollars and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the later of (A) the Original Termination Date and that is otherwise satisfactory (B) if any Commitments are extended pursuant to the Issuing Lender and (iv) be subject to the Uniform Customs and/or ISP 98Section 2.25, as set forth in the Application or such extended termination date as determined by pursuant to Section 2.25, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) in this sentence above).
(b) No Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requiresapplicable Laws.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Southwest Airlines Co)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), Bank agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower or, at the Borrower's request, any Subsidiary of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided, that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Available Commitment for any Lender, or the Letter of Credit Availability, would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Basebe less than zero.
(b) Each Letter of Credit shall shall:
(i) be denominated in Dollars in a minimum amount of $100,000, and shall be either (ii1) be a standby letter of credit issued to support financial obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (incurred in the ordinary course of business) of the Borrower or any Subsidiary of the Borrower, contingent or otherwise, to pay money (a "Financial Letter of Credit") or (2) a standby letter of credit issued to support non-financial obligations of the Borrower or any Subsidiary of the Borrower, contingent or otherwise, to provide goods or services in the ordinary course of business (a "Performance Letter of Credit");
(ii) have a face amount of (1) not less than $300,000 and (2) not more than the amount that would, after giving effect to the issuance thereof, cause the Available Commitment of any Lender or the Letter of Credit Availability to be less than zero; and
(iii) expire on a (1) no earlier than 30 days after its date not of issue and (2) no later than the Termination Date and that is otherwise satisfactory five Business Days prior to the Issuing Lender and then Final Maturity Date.
(ivc) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York.
(d) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(ce) For purposes of this AgreementEach party hereto agrees that, on and at all times after the Closing Date, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request shall be deemed to be a new Letter of Credit to be issued in replacement thereofby the Issuing Bank pursuant hereto for all purposes hereunder and under the other Loan Documents.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 3.04(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Master Issuer or its designee on any Business Day from during the period commencing on the Series 2017-1 Closing Date to, but not including, and ending on the date that is ninety ten (9010) days Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided, provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Series 2017-1 Class A-1 Outstanding Principal Amount would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Series 2017-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars in Dollars, (y) have a minimum face amount of at least $100,00025,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Master Issuer and the L/C Provider and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iiiz) expire on a date not no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is ten (10) Business Days prior to the 17 Commitment Termination Date and (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided further that any Letter of Credit may have an expiration date that is otherwise later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) such arrangement is satisfactory to the Issuing Lender L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, on its behalf, and (ivB) the Control Party as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be subject required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Uniform Customs and/or ISP 98Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouriapplicable. The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters applicable Requirement of Law or (II) amend any Letter of Credit shall also include extensions hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or modifications (2) the beneficiary of any existing Letters such Letter of Credit does not accept the proposed amendment to such Letter of Credit, unless the context otherwise requires.
(cb) For On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2017-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Series 2017-1 Closing Date. Such Series 2017-1 Class A-1 L/C Note shall be dated the Series 2017-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2017-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the 18 Series 2017-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2017-1 Class A-1 L/C Note and shall be deemed to be Series 2017-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Existing Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2017-1 Supplement, the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider either (i) provide a new Letter of Credit and (ii) provide a new “back-to-back” Letter of Credit to an existing letter of credit provider to secure a letter of credit in existence prior to the Series 2017-1 Closing Date, by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule 3.01 IV hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes provided and issued by the L/C Provider hereunder as of the Series 2017-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2017-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2017-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2017-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2017-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C 19 Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. Upon The L/C Provider shall furnish a copy of such Letter of Credit to the initial expiration Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Existing Letter of Credit (including the amount thereof).
(d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2017-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2017-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2017-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts.
(g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the Borrower L/C Provider or a Person selected by (at the expense of the L/C Provider) the Master Issuer shall terminate issue such Letter of Credit; provided that such Person and cancel each issuance of such Existing Letter of Credit and request a new 20 satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Master Issuer being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “P-2” from ▇▇▇▇▇’▇ and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from ▇▇▇▇▇’▇ or “BBB” from S&P or such other minimum long-term unsecured debt rating as may be issued in replacement thereofreasonably required by the beneficiary of such proposed Letter of Credit.
Appears in 1 contract
Sources: Note Purchase Agreement
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day from the Closing Date to, through but not including, including the date that which is ninety six (906) days Business Days prior to the Termination Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the lesser of (i) the L/C Commitment or (ii) the aggregate principal amount Aggregate Commitment less the sum of outstanding Working Capital Loans, plus the Dollar Amount of the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount all other Extensions of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
Credit or (b) the Available Commitment of any Lender would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000Dollars, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than one (1) year from the Termination Date and date of issuance thereof; provided, that is otherwise satisfactory any such Letter of Credit may be automatically extendible for periods of up to one year so long as such Letter of Credit provides that the Issuing Lender retains an option, satisfactory to such Issuing Lender, to terminate such Letter of Credit within a specified period of time prior to each scheduled extension date; provided, further, that in no case shall such expiration date be later than five (5) Business Days prior to the Maturity Date, and (iv) be subject to the Uniform Customs and/or ISP 98ISPA98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of MissouriNorth Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “"issue” " and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (Insignia Financial Group Inc /De/)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 3.04(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Master Issuer or its designee on any Business Day from during the period commencing on the Closing Date to, but not including, and ending on the date that is ninety ten (9010) days Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided, provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Series 2022-1 Class A-1 Notes Exposure Amount would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Series 2022-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars in Dollars, (y) have a minimum face amount of at least $100,00025,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Master Issuer and the L/C Provider and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iiiz) expire on a date not no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date and (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is otherwise later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) such arrangement is satisfactory to the Issuing Lender L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (ivB) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be subject required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Uniform Customs and/or ISP 98Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouriapplicable. The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters applicable Requirement of Law or (II) amend any Letter of Credit shall also include extensions hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or modifications (2) the beneficiary of any existing Letters such Letter of Credit does not accept the proposed amendment to such Letter of Credit, unless the context otherwise requires.
(cb) For On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2022-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Closing Date. Such Series 2022-1 Class A-1 L/C Note shall (i) be dated the Closing Date, (ii) be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, (iii) have a maximum principal amount equal to the L/C Commitment, (iv) have an initial outstanding principal amount equal to the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (v) be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Closing Date shall increase the Series 2022-1 Class A-1 Notes Exposure Amount in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All Unreimbursed L/C Drawings shall be deemed to be principal outstanding under the Series 2022-1 Class A-1 L/C Note and shall be deemed to be Series 2022-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Existing Letters Indenture and the other Related Documents. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule 3.01 IV hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes provided and issued by the L/C Provider hereunder as of the Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2022-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2022-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2022-1 Class A-1 Notes Exposure Amount would not exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. Upon The L/C Provider shall furnish a copy of such Letter of Credit to the initial expiration Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Existing Letter of Credit (including the amount thereof).
(d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2022-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2022-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Series 2022-1 Class A-1 Outstanding Principal Amount, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts.
(g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the Borrower L/C Provider or a Person selected by (at the expense of the L/C Provider) the Master Issuer shall terminate issue such Letter of Credit; provided that such Person and cancel each issuance of such Existing Letter of Credit and request a new satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Master Issuer being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “P-2” from ▇▇▇▇▇’▇ and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from ▇▇▇▇▇’▇ or “BBB” from S&P or such other minimum long-term unsecured debt rating as may be issued in replacement thereofreasonably required by the beneficiary of such proposed Letter of Credit.
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (Jack in the Box Inc)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower (and on behalf of the Borrower or any of its Subsidiaries or Joint Ventures) on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Commitment Period in such customary form as may be approved from time to time by the such Issuing Lender; provided, provided that the such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s portion of the L/C Commitment or CommitmentIssuing Lender Limit, (ii) the aggregate principal amount of outstanding Working Capital Loansthe Available Commitments would be less than zero, plus (iii) the aggregate principal amount of outstanding Swingline Loans, plus Borrowing Base Availability would be less than zero or (iv) the aggregate amount of L/C Obligations in respect of Letters of Credit that are Financial Letters of Credit would exceed the lesser Financial Letter of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Credit Sublimit. Each Letter of Credit shall (iA) be denominated in Dollars and (B) expire no later than the date that is 364 days after the Termination Date, provided (I) that any Letter of Credit with an expiry date prior to the Termination Date may provide for the renewal thereof for additional periods (which shall in no event extend beyond the date referred to in clause (B) above) and (II) with respect to any Letter of Credit that expires on or after the date that is five Business Days prior to the Termination Date, at least 60 days prior to the Termination Date, the Borrower shall back-stop such Letter of Credit and/or deposit an amount in cash equal to 100% of the L/C Obligations in respect of such Letter of Credit in a minimum amount cash collateral account established with the Administrative Agent for the benefit of $100,000the applicable Issuing Lender on terms and conditions satisfactory to the Administrative Agent and such Issuing Lender. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of a Subsidiary or Joint Venture inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of each such Subsidiary or Joint Venture. From time to time and upon reasonable request therefor, (i) each Issuing Lender shall confirm to the Administrative Agent the L/C Exposure in respect of Letters of Credit issued by it and its portion of the L/C Commitment and (ii) be a standby letter the Administrative Agent shall confirm to each Issuing Lender the aggregate amount of credit issued to support obligations Available Commitments. For the avoidance of doubt, in no event shall the sum of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws Lenders’ respective portions of the State of Missouri. The L/C Commitment exceed the L/C Commitment.
(b) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the any Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (M I Homes Inc)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrowers or (so long as the Parent Borrower is a co-applicant with respect to any such Letter of Credit any of its Restricted Subsidiaries (other than an Additional Borrower)) on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations (including the Dollar Equivalent of any L/C Obligations outstanding in any currency other than Dollars) would exceed the L/C Commitment or or, (ii) the aggregate principal amount L/C Obligations in respect of outstanding Working Capital Loans, plus the aggregate principal amount all Letters of outstanding Swingline Loans, plus Credit issued by such Issuing Lender would exceed such Issuing Lender’s Issuing Lender Commitment or (iii) the aggregate amount of L/C Obligations the Available Revolving Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, or another L/C Foreign Currency and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than the Termination Date earlier of (x) the first anniversary of its date of issuance and (y) the date that is otherwise satisfactory five Business Days prior to the Issuing Lender and Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (ivwhich shall in no event extend beyond the date referred to in clause (y) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. above).
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes the avoidance of this Agreementdoubt, the Existing Letters of Credit set forth on Schedule 3.01 hereto outstanding immediately prior to giving effect to the Second Restatement Effective Date shall continue to be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon outstanding hereunder immediately after giving effect to the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereofSecond Restatement Effective Date.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the each Issuing Lender, in reliance on the agreements of the other L/C Tranche Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit and bank guarantees (each a “Letters Letter of Credit”) under the L/C Tranche Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderpurpose thereof; provided, that the (i) 509265-1725-11432-13209999 no Applicable Account Party shall request, and no Issuing Lender shall have no obligation be required to issue issue, any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender's L/C Obligations Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit would exceed the Total L/C Tranche Commitment then in effect, (C) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt would exceed the Borrowing Base at such date, (D) the Total Consolidated GMF Exposure would exceed $4 billion or (E) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total L/C Tranche Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total L/C Tranche Commitments then in effect and (ii) the aggregate principal amount Company shall be jointly and severally liable with respect to each Letter of outstanding Working Capital Loans, plus Credit issued for the aggregate principal amount account of outstanding Swingline Loans, plus an Applicable Account Party (other than the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Company). Each Letter of Credit shall (ix) be denominated in Dollars in a minimum amount of $100,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, Optional Currency and (iiiy) expire on a date not no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) five Business Days prior to the Termination Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (B), unless and that is otherwise satisfactory to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender Lender) or (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender. Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, as applicable, with respect to a Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewithapplied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the laws of accrued interest or earnings on such Collateralization shall be released to the State of Missouri. The Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor.
(b) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Revolving Credit Agreement (General Motors Financial Company, Inc.)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 3.04(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) ), for the account of the Borrower Master Issuer or its designee on any Business Day from during the period commencing on the Series 2022-1 Closing Date to, but not including, and ending on the date that is ninety ten (9010) days Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided, provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, or, (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Series 2022-1 Class A-1 Outstanding Principal Amount would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Series 2022-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars in Dollars, (y) have a minimum face amount of at least $100,00025,000 or, if less than $25,000 (ii) unless otherwise agreed by the L/C Provider), shall bear a reasonable administrative fee to be a standby letter of credit issued to support obligations of agreed upon by the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in Master Issuer and the ordinary course of business, L/C Provider and (iiiz) expire on a date not no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date and (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed twelve (12) months (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided further that any Letter of Credit may have an expiration date that is otherwise later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the Issuing Lender L/C Provider in its sole and absolute discretion have been made with the L/C Provider (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, if the L/C Provider is not the L/C Issuing Bank with respect to the extent not inconsistent therewithsuch Letter of Credit, the laws L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the State of MissouriCommitment Termination Date. The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters applicable Requirement of Law or (II) amend any Letter of Credit shall also include extensions hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or modifications (2) each beneficiary of any existing Letters such Letter of Credit does not accept the proposed amendment to such Letter of Credit, unless the context otherwise requires.
(cb) For On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2022-1 Class A-1 L/C Notes, which the Master Issuer shall deliver to the L/C Provider on the Series 2022-1 Closing Date; provided that, if such Series 2022-1 Class A-1 L/C Note is an Uncertificated Note, the Trustee shall instead register it as described in Section 4.1(e) of the Series 2022-1 Supplement. Such Series 2022-1 Class A-1 L/C Note shall be dated the Series 2022-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2022-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2022-1 Class A-1 L/C Note and shall be deemed to be Series 2022-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Existing Letters Indenture and the other Related Documents other than, in the case of Credit set forth on Schedule 3.01 hereto shall be deemed issued under Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and shall constitute Letters the Series 2022-1 Supplement, each issuance of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider) (an “Application”), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration date of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2022-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2022-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2022-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof).
(d) The Master Issuer shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the Series 2022-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2022-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(e) [Reserved].
(f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(g) The Master Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2022-1 Class A-1 Note Advances and the L/C Commitment does not exceed the aggregate amount of the Commitments.
(h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate, and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate, and the issuance of such Letter of Credit, a Person selected by the Master Issuer (at the expense of the L/C Provider) shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) or such other Person selected by the Master Issuer (at the expense of the L/C Provider), in each case in its capacity as the issuer of such Letter of Credit being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “A-2” (or then equivalent grade) from S&P and (ii) a long-term unsecured debt rating of not less than “BBB” (or then equivalent grade) from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary or beneficiaries of such proposed Letter of Credit. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Master Issuer in order to have any letter of credit issued by a Person selected by the Master Issuer pursuant to this Section 2.07(h) or Section 5.19 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and such Person selected by the Master Issuer be an “L/C Issuing Bank”. If any Letter of Credit issued by an L/C Provider hereunder in favor of an insurance or other similar provider to any Non-Securitization Entity or Securitization Entity no longer satisfies such provider’s criteria for an eligible or otherwise conforming letter of credit for its particular purpose, the Master Issuer may select an alternative Person to issue a replacement thereoffor such Letter of Credit; provided that such Person and issuance of such replacement Letter of Credit satisfies the L/C Issuing Bank Rating Test, and such L/C Provider shall reasonably cooperate with the Master Issuer in connection with the termination and replacement of such Letter of Credit.
Appears in 1 contract
Sources: Note Purchase Agreement (European Wax Center, Inc.)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 3.04(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Master Issuer or its designee on any Business Day from during the period commencing on the Closing Date to, but not including, and ending on the date that is ninety ten (9010) days Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided, provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Series 2025-1 Class A-1 Outstanding Principal Amount would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Series 2025-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars in Dollars, (y) have a minimum face amount of at least $100,00025,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Master Issuer and the L/C Provider and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iiiz) expire on a date not no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date and (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is otherwise later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) such arrangement is satisfactory to the Issuing Lender L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (ivB) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be subject required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Uniform Customs and/or ISP 98Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouriapplicable. The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters applicable Requirement of Law or (II) amend any Letter of Credit shall also include extensions hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or modifications (2) the beneficiary of any existing Letters such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(b) On the terms and conditions set forth in the Indenture and this Agreement, unless and in reliance on the context otherwise requires.covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2025-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Closing Date. Such Series 2025-1 Class A-1 L/C
(c) For purposes The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of this AgreementCredit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the Existing Letters L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2025-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2025-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2025-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2025-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. Upon The L/C Provider shall furnish a copy of such Letter of Credit to the initial expiration Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Existing Letter of Credit (including the amount thereof).
(d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2025-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in
(e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2025-1 Class A-1 Note Advances and the L/C Commitment does not exceed the aggregate Commitment Amounts.
(g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the Borrower L/C Provider or a Person selected by (at the expense of the L/C Provider) the Master Issuer shall terminate issue such Letter of Credit; provided that such Person and cancel each issuance of such Existing Letter of Credit and request a new satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Master Issuer being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “P-2” from ▇▇▇▇▇’▇ and “A-2” from S&P and, if it has a rating by KBRA, KBRA, and (ii) a long-term unsecured debt rating of not less than “Baa2” from ▇▇▇▇▇’▇ or “BBB” from S&P and, if it has a rating by KBRA, KBRA; provided that for purposes of this L/C Issuing Bank Rating Test, an L/C Provider will be issued in replacement thereofdeemed to have the short-term debt credit rating or the long- term debit credit rating, as applicable, of such L/C Provider or any guarantor (or confirming bank) of such L/C Provider.
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (Planet Fitness, Inc.)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, (i) the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”) for the account of the Borrower and to amend Letters of Credit previously issued by it in accordance with Section 3.2 below, on any Business Day during the period from the Closing Date to, but not including, until the date that is ninety (90) seven days prior to the Revolving Termination Date in such form as may be approved from time to time by the Issuing LenderLender and (ii) the Lenders severally agree to participate in Letters of Credit issued for the amount of the Borrower and any drawings thereunder; provided, provided that the Issuing Lender shall have no obligation to issue or amend any Letter of Credit if, after giving effect to such issuanceissuance or amendment, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Available Revolving Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000Dollars, (ii) be have a standby letter face amount of credit issued to support obligations of at least $250,000 (unless otherwise agreed by the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, Issuing Lender) and (iii) unless the Issuing Lender otherwise consents in writing, expire on a date not no later than the Termination Date earlier of (x) the first anniversary of its date of issuance and (y) the date that is otherwise satisfactory five Business Days prior to the Issuing Lender Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). All Existing Letters of Credit shall be deemed, from and (iv) after the Closing Date, to be subject to the Uniform Customs and/or ISP 98, outstanding as set forth in the Application or as determined a Letter of Credit hereunder and governed by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. terms and conditions hereof.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder (i) if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed byby any applicable Requirement of Law, or if such Requirement of Law would cause the Issuing Lender or any L/C Participant to be subject to, or incur, any Applicable Law. References herein restriction, reserve or capital requirement not applicable on the Closing Date, or loss, cost or expense deemed material in good faith by the Issuing Lender not applicable on the Closing Date, or (ii) if a default of any Lender’s obligations to “issue” and derivations thereof fund under Section 3.4(a) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requiressuch Lender.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (National Financial Partners Corp)
L/C Commitment. (a) Subject Prior to the date hereof, Norwest Bank has issued the Letters of Credit listed on Schedule 3.1 (the "Existing Letters of Credit"), and subject to the terms and conditions of this Agreementhereof, the Lender designated as Issuing LenderLender hereunder, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“together with the Existing Letters of Credit”, "Letters of Credit") for the account of the Borrower, or for the joint and several account of the Borrower and any Subsidiary, on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Commitment Period in such form as may be requested by the Borrower and approved from time to time by the Issuing Lender; provided, that such approval may not be unreasonably withheld, delayed or conditioned; and provided, further, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Available Revolving Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000Dollars, (ii) be either (x) a standby letter of credit issued to support (I) obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital or business needs of the Borrower or its Subsidiaries or (II) performance obligations of the Borrower and its Subsidiaries, in each case, incurred in the ordinary course of businessbusiness (a "Standby Letter of Credit"), or (y) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit"), (iii) expire on a date not no later than five Business Days prior to the Scheduled Revolving Termination Date and that is otherwise satisfactory to the Issuing Lender and (iv) be subject to the Uniform Customs and/or ISP 98expire no later than 365 days after its date of issuance, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The Issuing Lender shall not at any time be obligated to issue provided that any Letter of Credit hereunder if such issuance would conflict with, or cause with a 365-day duration may provide for the renewal thereof at the election of the Borrower (in accordance with procedures to be established by the Issuing Lender or any L/C Participant Lender) for additional 365-day periods (which shall not expire later than five Business Days prior to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requiresScheduled Revolving Termination Date).
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), Bank agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower or, at the Borrower's request, any Subsidiary of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided, that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Available Commitment for any Lender, or the Letter of Credit Availability, would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Basebe less than zero.
(b) Each Letter of Credit shall shall:
(i) be denominated in Dollars in a minimum amount of $100,000, and shall be either (ii1) be a standby letter of credit issued to support financial obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (incurred in the ordinary course of business) of the Borrower or any Subsidiary of the Borrower, contingent or otherwise, to pay money (a "Financial Letter of Credit") or (2) a standby letter of credit issued to support non-financial obligations of the Borrower or any Subsidiary of the Borrower, contingent or otherwise, to provide goods or services in the ordinary course of business (a "Performance Letter of Credit");
(ii) have a face amount of (1) not less than $300,000 and (2) not more than the amount that would, after giving effect to the issuance thereof, cause the Available Commitment of any Lender or the Letter of Credit Availability to be less than zero; and
(iii) expire on a (1) no earlier than 30 days after its date not of issue and (2) no later than the Termination Date and that is otherwise satisfactory five Business Days prior to the Issuing Lender and then Final Maturity Date.
(ivc) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York.
(d) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrowers or (so long as the Parent Borrower is a co-applicant with respect to any such Letter of Credit any of its Restricted Subsidiaries (other than an Additional Borrower)) on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations (including the Dollar Equivalent of any L/C Obligations outstanding in any currency other than Dollars) would exceed the L/C Commitment or or, (ii) the aggregate principal amount L/C Obligations in respect of outstanding Working Capital Loans, plus the aggregate principal amount all Letters of outstanding Swingline Loans, plus Credit issued by such Issuing Lender would exceed such Issuing Lender’s Issuing Lender Commitment or (iii) the aggregate amount of L/C Obligations the Available Revolving Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, or another L/C Foreign Currency and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than the Termination Date earlier of (x) the first anniversary of its date of issuance and (y) the date that is otherwise satisfactory five Business Days prior to the Issuing Lender and Maturity Date, provided that any Letter of Credit with a one-year term may 81 provide for the renewal thereof for additional one-year periods (ivwhich shall in no event extend beyond the date referred to in clause (y) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. above).
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes the avoidance of this Agreementdoubt, the Existing Letters of Credit set forth on Schedule 3.01 hereto outstanding immediately prior to giving effect to the Fourth Restatement Effective Date shall continue to be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon outstanding hereunder immediately after giving effect to the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereofFourth Restatement Effective Date.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.04(asubsection 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount Available Revolving Credit Commitment of outstanding Working Capital Loansall Revolving Credit Lenders would be less than zero. Each Letter of Credit issued pursuant to the Existing Credit Agreement shall, plus at all times on and after the aggregate principal amount Closing Date, be deemed to be a "Letter of outstanding Swingline Loans, plus Credit" for all purposes of this Agreement and the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Baseother Loan Documents.
(b) Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000Dollars, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred including Seller Notes and DirecTv Obligations, or to finance the working capital and business needs of the Borrower or any of its Subsidiaries in the ordinary course of business, business and (iii) expire on a date not no later than the Termination Date and earlier of (x) the date that is otherwise satisfactory 12 months after the date of its issuance and (y) the fifth Business Day prior to July 31, 2003; provided that any Letter of Credit with an expiration date occurring up to twelve months after such Letter of Credit's date of issuance may be automatically renewable for subsequent 12-month periods (but in no event later than the fifth Business Day prior to July 31, 2003); provided, further, that the aggregate amount of L/C Obligations outstanding at any time supporting DirecTv Obligations shall in no event exceed $10,000,000 and may be in the form of Exhibit J to the Issuing Lender Existing Credit Agreement; and provided, further, that notwithstanding anything to the contrary in this Agreement, (a) the Letter of Credit supporting the principal amount of the promissory note issued by Digital Television Services of Georgia, LLC, a Georgia limited liability company and a wholly owned subsidiary of Management ("DTS Georgia"), to Washington Electric Membership Corporation, as more fully described on Schedule 8.4(o), shall expire on January 15, 2001 and (ivb) the Letter of Credit supporting the principal amount of the $9,427,984 original principal amount promissory note issued by DTS Georgia to Mitc▇▇▇▇ ▇▇▇ctric Membership Corporation on the date hereof shall expire on January 15, 2001.
(c) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York.
(d) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (Digital Television Services of Kansas LLC)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrowers or (so long as the Parent Borrower is a co-applicant with respect to any such Letter of Credit any of its Restricted Subsidiaries (other than an Additional Borrower)) on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations (including the Dollar Equivalent of any L/C Obligations outstanding in any currency other than Dollars) would exceed the L/C Commitment or or, (ii) the aggregate principal amount L/C Obligations in respect of outstanding Working Capital Loans, plus the aggregate principal amount all Letters of outstanding Swingline Loans, plus Credit issued by such Issuing Lender would exceed such Issuing Lender’s Issuing Lender Commitment or (iii) the aggregate amount of L/C Obligations the Available Revolving Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, or another L/C Foreign Currency and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than the Termination Date earlier of (x) the first anniversary of its date of issuance and (y) the date that is otherwise satisfactory five Business Days prior to the Issuing Lender and Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (ivwhich shall in no event extend beyond the date referred to in clause (y) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. above).
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes the avoidance of this Agreementdoubt, the Existing Letters of Credit set forth on Schedule 3.01 hereto outstanding immediately prior to giving effect to the Fourth Restatement Effective Date shall continue to be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon outstanding hereunder immediately after giving effect to the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereofFourth Restatement Effective Date.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby and commercial letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day from the Closing Date to, through but not including, including the date that is ninety (90) days prior to the Revolving Loan Termination Date in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount Available Commitment of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations any Revolving Credit Lender would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (iA) be denominated in Dollars in a minimum amount of $100,0001,000,000 for standby Letters of Credit and $25,000 for commercial Letters of Credit, (iiB) be a standby or commercial letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iiiC) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender Lender, which date shall be no later than the Non-Default Maturity Date and (ivD) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of MissouriNew York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “"issue” " and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the L/C Arranger agrees to cause the Issuing LenderLender designated by it, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.04(a3.10(a), agrees to issue standby letters of credit (a “Letters L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of Credit”credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be ▇▇▇▇▇ Fargo Bank) for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Commitment Period in such form as may be approved from time to time by the L/C Arranger and the Issuing Lender; providedprovided that, that the Issuing Lender L/C Arranger shall have no obligation to issue cause any Letter of Credit to be issued if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Available Revolving Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000Dollars, (ii) be have a standby letter face amount of credit issued to support obligations of at least $250,000 (unless otherwise agreed by the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in L/C Arranger and the ordinary course of business, Issuing Lender) and (iii) expire on a date not no later than the Termination Date earlier of (x) the first anniversary of its date of issuance and (y) the date that is otherwise satisfactory five Business Days prior to the Issuing Lender and Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (ivwhich shall in no event extend beyond the date referred to in clause (y) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. above).
(b) The Issuing Lender L/C Arranger shall not at any time be obligated to issue cause any Letter of Credit to be issued hereunder if such issuance would conflict with, or cause the L/C Arranger, the Issuing Lender Lender, Underlying Issuer, or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (Einstein Noah Restaurant Group Inc)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderAdministrative Agent, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees agrees, in its sole discretion, to arrange for the Issuing Bank to issue standby letters of credit (“Letters of Credit”) Credit for the account of the Borrower Borrowers on any Business Day from the Closing Date to, through but not including, the date that is ninety including five (905) days Business Days prior to the Termination Maturity Date in such form as may be approved from time to time by the such Issuing LenderBank; provided, that the Issuing Lender Administrative Agent shall have no obligation to issue arrange for the issuance of any such Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or Commitment, (iib) the aggregate principal amount of outstanding Working Capital Revolving Credit Loans, plus any amounts remaining outstanding or unpaid with respect to the aggregate principal amount of outstanding Swingline LoansPre-Petition Obligations, plus the aggregate amount of L/C Obligations would exceed the lesser of (1x) the Working Capital Revolving Credit Commitment and (2y) the Borrowing Base.
Base Amount, or (bc) following the occurrence of an L/C Collateral Event, the L/C Cash Collateral as reflected in the L/C Cash Collateral Account is less than an amount equal to 105% of the L/C Obligations. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,0005,000, (ii) be a standby or commercial letter of credit issued to support obligations of the Borrower or any of its SubsidiariesCredit Party, contingent or otherwise, incurred in the ordinary course of businessbusiness (including bid, performance, surety and similar bonds or obligations), (iii) expire on a date no more than six (6) months after the date of issuance or last renewal of such Letter of Credit (it being understood and agreed that such limitation shall not be construed to prohibit the issuance by such Issuing Bank of “evergreen” Letters of Credit providing for automatic extension for periods not exceeding one (1) month), which expiry date (including any such date that could automatically be extended pursuant to an “evergreen” provision contained in a Letter of Credit) shall be no later than the Termination Date and that is otherwise satisfactory fifth (5th) Business Day prior to the Issuing Lender date specified in clause (a) of the definition of the term “Maturity Date” and (iv) be subject to the Uniform Customs and/or ISP 98ISP98, as set forth in the Letter of Credit Application or as determined by the such Issuing Lender Bank and, to the extent not inconsistent therewith, the laws of the State of MissouriNew York. The Issuing Lender Administrative Agent shall not at any time be obligated to issue arrange for the issuance of any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing outstanding Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 3.04(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Issuer or its designee on any Business Day from during the period commencing on the Series 2016-1 Closing Date to, but not including, and ending on the date that is ninety ten (9010) days Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided, provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Series 2016-1 Class A-1 Outstanding Principal Amount would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Series 2016-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars in Dollars, (y) have a minimum face amount of at least $100,00025,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuer and the L/C Provider and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not z)expire no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date and (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided further that any Letter of Credit may have an expiration date that is otherwise later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Issuer in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Lender Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (iv3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be subject to paid directly into the Uniform Customs and/or ISP 98Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouriapplicable. The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters applicable Requirement of Law or (II) amend any Letter of Credit shall also include extensions hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or modifications (2) the beneficiary of any existing Letters such Letter of Credit does not accept the proposed amendment to such Letter of Credit, unless the context otherwise requires.
(cb) For On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the Series 2016-1 Class A-1 L/C Note, which the Issuer shall deliver to the L/C Provider on the Series 2016-1 Closing Date. Such Series 2016-1 Class A-1 L/C Note shall be dated the Series 2016-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2016-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2016-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2016-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2016-1 Class A-1 L/C Note and shall be deemed to be Series 2016-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Existing Letters Indenture and the other Transaction Documents other than, in the case of Credit set forth on Schedule 3.01 hereto shall be deemed issued under Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and shall constitute Letters the Series 2016-1 Supplement, each issuance of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2016-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2016-1 Class A-1 L/C Note. The L/C Provider and the Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2016-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2016-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2016-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2016-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2016-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof).
(d) The Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2016-1 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2016-1 Class A-1 Notes Fee Letter and subject to the Priority of Payments.
(e) [Intentionally omitted.]
(f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(g) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2016-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments.
(h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, a Person selected by the Issuer (at the expense of the L/C Provider) shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Issuer (at the expense of the L/C Provider) being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “A-1” (or then equivalent grade) from S&P and (ii) a long-term unsecured debt rating of not less than “BBB+” (or then equivalent grade) from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary or beneficiaries of such proposed Letter of Credit. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Issuer in order to have any letter of credit issued in replacement thereofby a Person selected by the Issuer pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and such Person selected by the Issuer be an “L/C Issuing Bank”.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section 3.04(asubsection 3.4(a), agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of one of the Borrowers and to issue standby letters of credit (“collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, "Letters of Credit”") for the account of the Borrower Parent on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided, provided that the Issuing Lender Bank shall not, and shall have no obligation to to, issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount Available Revolving Credit Commitment of outstanding Working Capital Loans, plus all the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Lenders would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or in a minimum Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $100,000, 20,000,000 and shall be either (iix) be a standby letter of credit issued to support obligations of the Borrower Parent or any of its Subsidiaries, contingent or otherwiseotherwise for general corporate needs (a "Standby Letter of Credit"), incurred or (y) a documentary letter of credit in respect of the purchase of goods or services by the Parent or its Subsidiaries in the ordinary course of business, business (iiia "Commercial Letter of Credit") and (ii) expire on a date not no later than the earlier of (x) one year from the date of issuance thereof or (y) the Termination Date and that is otherwise satisfactory to the Issuing Lender and Date.
(ivb) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York.
(c) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby at the request of the Borrower letters of credit (each a “Letters Letter of Credit”) for the account of the Borrower any Group Member on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Commitment Period in such form as may be approved from time to time by the such Issuing Lender; providedprovided that (i) the Borrower shall not request, that the and no Issuing Lender shall have no obligation be required to issue issue, any Letter of Credit if, if after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Obligations Foreign Currencies issued by such Issuing Lender plus (y) the outstanding amount of all Letters of Credit issued by such Issuing Lender other than those denominated in L/C Foreign Currencies would exceed such Issuing Lender’s L/C Commitment then in effect, (B) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in L/C Foreign Currencies would exceed the L/C Commitment Sublimit then in effect, or (iiC) the aggregate principal amount sum of outstanding Working Capital Loans, plus (x) 105% of the aggregate principal amount Dollar Equivalent of outstanding Swingline Loans, plus the aggregate amount Letters of Credit denominated in L/C Obligations Foreign Currencies plus (y) the amount of the Extensions of Credit other than Letters of Credit denominated in L/C Foreign Currencies would exceed the lesser of (1I) the Working Capital Commitment Total Commitments then in effect and (2II) the Borrowing Base.
Base and (bii) the Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the account of any other Group Member. Each Letter of Credit shall (ix) be denominated in Dollars in a minimum amount of $100,000or, if agreed by the applicable Issuing Lender, any L/C Foreign Currency and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iiiy) expire on a date not no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) thirty (30) days prior to the Termination Date and then in effect; provided, that is otherwise satisfactory any Letter of Credit with a one-year tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (B). If agreed by an Issuing Lender, Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events expires no later than thirty (30) days prior to the Issuing Lender Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the aggregate face amount of all such Letters of Credit outstanding on the date of such request and (iv) be subject giving effect to the Uniform Customs and/or ISP 98, as set forth in proposed issuance would exceed the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws Dollar Equivalent of the State of Missouri. The $10,000,000.
(b) An Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (which may be commercial or standby) providing for the payment of cash upon the honoring of a presentation thereunder and shall include the Existing Letters of Credit (“Letters of Credit”) for the account of the Borrower or any of its Restricted Subsidiaries on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (i) the Issuing Lender’s L/C Commitment would exceed such Issuing Lender’s L/C Commitment set forth on Schedule 3.1, (ii) the L/C Obligations would exceed the aggregate L/C Commitment Commitments or (iiiii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations the Available Revolving Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (iA) be denominated in Dollars in a minimum amount of $100,000, and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iiiB) expire on a date not no later than the Termination Date earlier of (1) the first anniversary of its date of issuance and (2) the date that is otherwise satisfactory five Business Days prior to the Issuing Lender and Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (ivwhich shall in no event extend beyond the date referred to in clause (2) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. above).
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters , (ii) the issuance of such Letter of Credit shall also include extensions would violate one or modifications more policies of the Issuing Lender applicable to letters of credit generally, (iii) Section 2.23(e) applies or (iv) any order, judgment or decree of any existing Letters of Credit, unless Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Issuing Lender from issuing such Letter of Credit, or any law applicable to the Borrower 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 terminate and cancel each prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Existing Letter of Credit and request a new in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense (for which the Issuing Lender is not otherwise compensated hereunder) which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to be issued in replacement thereofit.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), Lender agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower any Group Member on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (ix) the L/C Obligations Exposure would exceed the Total L/C Commitment Commitments or (iiy) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Available Revolving Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or, in the sole discretion of the Issuing Lender with respect to any particular Letter of Credit, a minimum amount of $100,000Foreign Currency, and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not no later than the Termination Date earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, provided that is otherwise satisfactory any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). For the avoidance of doubt, no commercial letters of credit shall be issued by the Issuing Lender to any Person under this Agreement. For purposes of this Agreement, the stated amount of any Letter of Credit issued in a Foreign Currency shall be converted into Dollars from time to time by the Issuing Lender and upon any drawing under such Letter of Credit.
(ivb) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if:
(i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions ;
(ii) any order, judgment or modifications decree of any existing Letters of CreditGovernmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied;
(iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender;
(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount of less than $50,000 (or, with respect to the two (2) Letters of Credit in favor of CNB outstanding on the Closing Date, the respective stated amounts of such Letters of Credit); or
(vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower shall terminate and cancel each or such Existing Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and request a new Letter of Credit all other L/C Exposure as to be issued which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in replacement thereofits sole discretion.
Appears in 1 contract
Sources: Credit Agreement (RhythmOne PLC)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 3.04(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Co-Issuers on any Business Day from during the period commencing on the Series 2017-1 Closing Date to, but not including, and ending on the date that is ninety ten (9010) days Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided, provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Series 2017-1 Class A-1 Outstanding Principal Amount would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Series 2017-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars in Dollars, (y) have a minimum face amount of at least $100,00025,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Co-Issuers and the L/C Provider and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iiiz) expire on a date not no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date and (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is otherwise later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Lender Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee or the Control Party on its behalf to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (iv3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be subject to paid directly into the Uniform Customs and/or ISP 98Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouriapplicable. The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters applicable Requirement of Law or (II) amend any Letter of Credit shall also include extensions hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or modifications (2) the beneficiary of any existing Letters such Letter of Credit does not accept the proposed amendment to such Letter of Credit, unless the context otherwise requires.
(cb) For On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2017-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2017-1 Closing Date. Such initial Series 2017-1 Class A-1 L/C Note shall be dated the Series 2017-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2017-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2017-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2017-1 Class A-1 L/C Note and shall be deemed to be Series 2017-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Existing Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2017-1 Supplement, the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Co-Issuers may (or shall cause the Manager on their behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule 3.01 IV hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes provided and issued by the L/C Provider hereunder as of the Series 2017-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2017-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2017-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2017-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2017-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. Upon The L/C Provider shall furnish a copy of such Letter of Credit to the initial expiration Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Existing Letter of Credit (including the amount thereof).
(d) The Co-Issuers shall jointly and severally pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2017-1 Class A1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 20171 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the account of the applicable L/C Issuing Bank the L/C Fronting Fees, if any, in accordance with the terms of the Series 2017-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(g) The Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amount.
(h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the Borrower L/C Provider or a Person selected by (at the expense of the L/C Provider) the Co-Issuers shall terminate issue such Letter of Credit; provided that such Person and cancel each issuance of such Existing Letter of Credit and request a new satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Co-Issuers being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “P-2” from ▇▇▇▇▇’▇ and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from ▇▇▇▇▇’▇ or “BBB” from S&P or such other minimum long-term unsecured debt rating as may be issued in replacement thereofreasonably required by the beneficiary of such proposed Letter of Credit.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), subsection 3.4(a) agrees to issue standby letters of credit (“Letters of Credit”"LETTERS OF CREDIT") for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided, PROVIDED that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i1) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital LoansCommitment, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment and (2) the Available Revolving Credit Commitments would be less than zero or (3) the Aggregate Covered Outstanding Revolving Extensions of Credit at such time would exceed the Borrowing BaseBase at such time.
(b) Each Letter of Credit shall shall:
(i1) be denominated in Dollars in a minimum amount of $100,000, and shall be either (iiA) be a standby letter of credit issued to support obligations of the Borrower (a "STANDBY LETTER OF CREDIT"), or any (B) a commercial letter of credit issued in respect of the purchase of goods or services by the Borrower and its Subsidiaries, contingent or otherwise, incurred Subsidiaries in the ordinary course of business, business (iiia "COMMERCIAL LETTER OF CREDIT") and
(2) expire on a date not no later than the Termination Date earlier of (i) one year after the date of issuance and that is otherwise satisfactory (ii) five Business Days prior to the Issuing Lender and Termination Date; provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (ivwhich shall in no event extend beyond the date referred to in clause (ii) above).
(c) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York.
(d) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderBank, in reliance on the agreements of the other Lenders Banks set forth in Section 3.04(asubsection 3.5(a), agrees to issue irrevocable standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day from on or after the Closing Amendment Effective Date to, but not including, until the date that which is ninety thirty-five (9035) days Business Days prior to the Termination Date end of the Commitment Period in such form as may be approved from time to time by the Issuing LenderBank (all such letters of credit outstanding on the date hereof and all letters of credit to be issued hereunder, together with all extensions, renewals and replacements thereof, are herein collectively referred to as the "Letters of Credit"); provided, PROVIDED that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if at the time of such issuance a Default exists or an Event of Default has occurred and is continuing or if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Available Revolving Credit Commitments would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000Dollars, (ii) be a standby letter of credit issued expire no later than thirty (30) days prior to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, Termination Date and (iii) expire on no later than a date not later than one (1) year after its issuance, PROVIDED that any Letter of Credit with a one-year term may provide for the Termination Date and that is otherwise satisfactory renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to the Issuing Lender and in clause (ivii) above).
(b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. the Issuing Bank's principal place of business.
(c) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(cd) For purposes of this Agreement, The Issuing Bank shall not be liable to any L/C Participant for any action taken or omitted by the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit Issuing Bank except for all purposes under this Agreement. Upon acts or omissions caused by the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereofIssuing Bank's gross negligence or willful misconduct.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section 3.04(a)subsection , agrees to issue standby letters of credit (“Letters of Credit”) Credit for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Commitment Period in such form as may be approved from time to time by the Issuing LenderBank; provided, provided that the Issuing Lender Bank shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Limit, (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Available Commitment would exceed the lesser of be less than zero or (1iii) the Working Capital Commitment and (2subsection 2.1(b) the Borrowing Basewould be violated.
(b) Each Letter of Credit shall shall:
(i) be denominated in Dollars in and shall be either a minimum amount of $100,000, Standby L/C or a Commercial L/C;
(ii) be a standby letter of credit issued to support obligations of expire no later than the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, Maturity Date; and
(iii) expire on a date not later than if the Termination Date occurs prior to the expiration of any such Letter of Credit, such Letter of Credit shall be replaced and that is otherwise satisfactory returned to the Issuing Lender Bank undrawn and marked "canceled" on or prior to Termination Date or to the extent that the Borrower is unable to replace any such Letter of Credit, the Borrower shall deposit funds into the L/C Cash Collateral Account until such Letter of Credit has been cash collateralized in an amount equal to 105% of the face amount of such Letter of Credit.
(ivc) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. New York.
(d) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant Participating Lender to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Revolving Credit Agreement (Camelot Music Holdings Inc)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderBanks, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower or any of its Subsidiaries on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date in such form as may be approved from time to time by the Issuing LenderAvailability Period; provided, provided that the Issuing Lender Banks shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations (including the Dollar Equivalent of such Lender’s Foreign Currency Letters of Credit) owing to the relevant Issuing Bank would exceed such Issuing Bank’s Individual L/C Sublimit, (ii) the sum of the L/C Obligations owing to the Issuing Banks would exceed the L/C Commitment Sublimit or (iiiii) the aggregate principal amount sum of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus total Credit Exposures exceeding the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) total Commitments. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000Dollars, Euro or Pounds Sterling and (ii) be expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Maturity Date, provided that any Letter of Credit with a standby letter one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above); provided, further, that any Letter of credit issued to support obligations Credit may, upon the request of the Borrower and without the consent of any other Issuing Bank or any Lender, include a provision whereby such Letter of its Subsidiaries, contingent Credit shall be renewed automatically for additional consecutive periods of one year or otherwise, incurred in less (but not beyond the ordinary course of business, (iii) expire on a date not later than the Termination Date and that is otherwise satisfactory five Business Days prior to the Maturity Date) unless and until the applicable Issuing Lender and (iv) be subject Bank notifies the beneficiary thereof in writing within the time period specified in such Letter of Credit or, if no such time period is specified, at least 30 days prior to the Uniform Customs and/or ISP 98then-applicable expiration date, as set forth in the Application or as determined by the that such Letter of Credit will not be renewed.
(b) No Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the such Issuing Lender Bank or any relevant L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower Borrowers on any Business Day from the Closing Date to, through but not including, the date that is ninety (90) days prior to including the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, : (ia) the L/C Obligations would exceed the L/C Commitment Commitment, or (iib) the aggregate L/C Obligations, together with the outstanding principal amount of outstanding Working Capital all Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of Aggregate Commitment (1as the same may, from time to time, be reduced pursuant to Section 2.6 herein); or (c) the Working Capital Available Commitment and (2) the Borrowing Base.
(b) of any Lender would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,00075,000, (ii) be a standby or direct pay letter of credit issued to support obligations of the Borrower Borrowers or any of its their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, including, without limitation, any letter of credit issued in connection with the Bond Transaction, (iii) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender Lender, which date shall be no later than one (1) year from the date of issuance as to any standby letter of credit, or, if earlier, the Termination Date (unless otherwise agreed by the Administrative Agent), and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State Commonwealth of MissouriPennsylvania. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.be
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section 3.04(a2.23(c), agrees to issue standby letters of credit (“Letters of Credit”) denominated in a Permitted Currency for the account of the Borrower on any Business Day from the Closing Date to, through but not including, including the date that which is ninety five (905) days Business Days prior to the Termination Revolving Maturity Date in such form as may be approved from time to time by the Issuing LenderBank and the Administrative Agent; provided, that the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, based upon the Equivalent Dollar Amount of all outstanding Revolving Loans and L/C Obligations, (ia) the L/C Obligations would exceed the lesser of (i) the L/C Commitment or (ii) the aggregate principal Revolving Commitment less the amount of all outstanding Working Capital Revolving Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment Loans and (2) the Borrowing Base.
Competitive Bid Loans or (b) the unused portion of the Revolving Commitment of any Lender would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars a Permitted Currency in a minimum amount of $100,000, or such lesser amounts as may be agreed to by the Issuing Bank, (or the Alternative Currency Amount thereof with respect to any Alternative Currency Letter of Credit), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, and (iii) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender Bank and the Administrative Agent, which date shall be no later than five (iv5) be subject Business Days prior to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of MissouriRevolving Maturity Date. The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit (including any Existing Letters of Credit), unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Senior Unsecured Revolving Credit Agreement (Choice Hotels International Inc /De)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 3.04(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Master Issuer or its designee on any Business Day from during the period commencing on the Closing Date to, but not including, and ending on the date that is ninety ten (9010) days Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided, provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Series 2018-1 Class A-1 Outstanding Principal Amount would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Series 2018-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars in Dollars, (y) have a minimum face amount of at least $100,00025,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Master Issuer and the L/C Provider and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iiiz) expire on a date not no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date and (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is otherwise later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) such arrangement is satisfactory to the Issuing Lender L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (ivB) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be subject required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Uniform Customs and/or ISP 98Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouriapplicable. The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters applicable Requirement of Law or (II) amend any Letter of Credit shall also include extensions hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or modifications (2) the beneficiary of any existing Letters such Letter of Credit does not accept the proposed amendment to such Letter of Credit, unless the context otherwise requires.
(cb) For On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2018-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Closing Date. Such Series 2018-1 Class A-1 L/C Note shall be dated the Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2018-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2018-1 Class A-1 L/C Note and shall be deemed to be Series 2018-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Existing Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2018-1 Supplement, the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2018-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2018-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2018-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. Upon The L/C Provider shall furnish a copy of such Letter of Credit to the initial expiration Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Existing Letter of Credit (including the amount thereof).
(d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2018-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2018-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2018-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts.
(g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the Borrower L/C Provider or a Person selected by (at the expense of the L/C Provider) the Master Issuer shall terminate issue such Letter of Credit; provided that such Person and cancel each issuance of such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Borrower may request that any Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.04(a3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower (or for the account of the Borrower and one or more of its Restricted Subsidiaries) denominated in Dollars on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided, that the no Issuing Lender shall have no obligation be required to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate principal amount of outstanding Working Capital Loansthe Available Revolving Commitments would be less than zero or (iii) unless such Issuing Lender otherwise consents, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations with respect to Letters of Credit issued by any Issuing Lender would exceed the lesser Issuing Lender Commitment of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) such Issuing Lender. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, and (ii) be a standby letter expire no later than the earlier of credit issued to support obligations of (x) the Borrower or any first anniversary of its Subsidiariesdate of issuance and (y) the date that is five (5) Business Days prior to the Revolving Maturity Date; provided, contingent that any Letter of Credit with a tenor of one year or otherwiseless may provide for the automatic renewal thereof for additional periods of one year or less (which shall in no event extend beyond the date referred to in clause (y) above, incurred subject to the penultimate sentence of this Section 3.1(a)) so long as such Letter of Credit permits the applicable Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the ordinary course date of businessissuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an automatic renewal Letter of Credit has been issued, (iii) expire on a the Revolving Lenders shall be deemed to have authorized the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Termination Date and date referred to in clause (y) above; provided, however, that is otherwise satisfactory to the Issuing Lender and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The Issuing Lender shall not permit any such extension if it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date from any Lender or the Administrative Agent that a Default or Event of Default has occurred and is continuing directing the Issuing Lender not to permit such extension. Notwithstanding anything else herein to the contrary, if agreed by the applicable Issuing Lender, a Letter of Credit may extend up to one year beyond the Revolving Maturity Date; provided, that the Borrower shall deliver cash collateral to the applicable Issuing Lender in an amount equal to 103% of the face amount of such Letter of Credit no later than ninety-one (91) days prior to the Revolving Maturity Date.
(b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Lawapplicable Requirement of Law or would violate such Issuing Lender’s internal policies or procedures. References Notwithstanding anything herein to “issue” and derivations thereof with respect the contrary, no Issuing Lender shall have an obligation hereunder to Letters issue any Letter of Credit shall also include extensions the proceeds of which would be made to any Person (i) to fund any prohibited activity or modifications business of or with any Sanctioned Person, or in any country or territory, that at the time of such funding is the subject of any existing Letters Sanctions or (ii) in any manner that would result in a violation of Credit, unless the context otherwise requiresany Sanctions by any party to this Agreement.
(c) For purposes of this Agreement, the Existing Letters Notwithstanding that a Letter of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement or outstanding hereunder supports any obligations of, or is for the account of, a Restricted Subsidiary, or states that a Restricted Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and shall constitute Letters without derogating from any rights of Credit for all purposes under this Agreement. Upon the initial expiration Issuing Lender (whether arising by contract, at law, in equity or otherwise) against such Restricted Subsidiary in respect of each Existing such Letter of Credit, the Borrower (i) shall terminate reimburse, indemnify and cancel each compensate the Issuing Lender hereunder for all obligations in respect of such Existing Letter of Credit (including to reimburse any and request a new all drawings thereunder), as if such Letter of Credit had been issued solely for the account of the Borrower and (ii) the Borrower irrevocably waives any and all defenses that might otherwise be available to be issued it as a guarantor or surety of any or all of the obligations of such Restricted Subsidiary in replacement thereofrespect of such Letter of Credit. The Borrower hereby acknowledges that the issuance of such Letters of Credit for its Restricted Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Restricted Subsidiaries.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 3.04(a)Sections 2.08 and 2.09, agrees to issue provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Co-Issuers on any Business Day from during the period commencing on the Series 2012-1 Closing Date to, but not including, and ending on the date that is ninety (90) days ten Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided, provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations Series 2012-1 Class A-1 Outstanding Principal Amount would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Series 2012-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars in Dollars, (y) have a minimum face amount of at least $100,000, 100,000 (iiunless otherwise agreed by the L/C Provider) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, and (iiiz) expire on a date not no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is ten Business Days prior to the Commitment Termination Date and (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided further that any Letter of Credit may have an expiration date that is otherwise later than the Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Lender Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Control Party on behalf of the Trustee to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (iv3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be subject to paid directly into the Uniform Customs and/or ISP 98Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouriapplicable. The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters applicable Requirement of Law or (II) amend any Letter of Credit shall also include extensions hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or modifications (2) the beneficiary of any existing Letters such Letter of Credit does not accept the proposed amendment to such Letter of Credit, unless the context otherwise requires.
(cb) For On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2012-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2012-1 Closing Date. Such initial Series 2012-1 Class A-1 L/C Note shall be dated the Series 2012-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2012-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2012-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2012-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2012-1 Class A-1 L/C Note and shall be deemed to be Series 2012-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Existing Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2012-1 Supplement, the outstanding principal amount evidenced by the Series 2012-1 Class A-1 L/C Note may be increased by issuances of Letters of Credit set forth or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Co-Issuers may (or shall cause the Manager on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon their behalf to) from time to time request that the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider, which, for the L/C Issuing Bank as of the Closing Date, shall be in the form of Exhibit A-2 hereto), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2012-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2012-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2012-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2012-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be issued genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in replacement connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof).
(d) The Co-Issuers shall jointly and severally pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2012-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2012-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the account of the applicable L/C Issuing Bank the L/C Fronting Fees (as defined in the Series 2012-1 Class A-1 VFN Fee Letter, the “L/C Fronting Fees”) in accordance with the terms of the Series 2012-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(g) The Co-Issuers may, upon three Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts.
(h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself if the L/C Issuing Bank Rating Test is satisfied with respect to the L/C Provider and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to the L/C Provider and the issuance of such Letter of Credit, a Person selected by (at the expense of) Brand Holdings II shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider in its capacity as the issuer of such Letter of Credit or such other Person selected by (at the expense of) Brand Holdings II being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “P-1” from ▇▇▇▇▇’▇ and “A-1” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa1” from ▇▇▇▇▇’▇ or “BBB+” from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary of such proposed Letter of Credit.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day from the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “"issue” " and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and ------------- shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (Inergy L P)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a)5.4, agrees to issue standby letters of credit (“Letters each a "Letter of Credit”") for the account of the Borrower on any Business Day from the Closing Date to, but not including, until the date that is ninety (90) days ten Business Days prior to the Termination Maturity Date in such form as may be approved from time to time by the such Issuing Lender; provided, provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate principal amount of outstanding Working Capital Loansthe Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, would exceed 50% of the L/C Obligations Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the lesser of (1) the Working Capital Commitment and (2) the Borrowing Base.
(b) L/C Commitment. Each Letter of Credit shall (ix) be denominated in Dollars in Dollars, (y) have a minimum face amount of at least $100,000, 1,000,000 (iiunless otherwise agreed by the Issuing Lender) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, and (iiiz) expire on a date not no later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and (iv) be subject to the Uniform Customs and/or ISP 98first anniversary of its date of issuance; provided, as set forth in the Application that, if one or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to more Letters of Credit shall also include extensions or modifications at any time have an expiry date that is later than the Maturity Date, the Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of any existing such Letters of Credit, unless if the context otherwise requires.
Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (cii) For purposes fifteen days preceding the Maturity Date, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of this Agreement, the Existing such Letters of Credit if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereofSection 10.2(c).
Appears in 1 contract
Sources: 364 Day Credit Agreement (Consolidated Natural Gas Co/Va)
L/C Commitment. (a) Subject to the terms and conditions of this Agreementhereof, the each Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section 3.04(a)subsection 3.9, agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day from during the Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing LenderBank; provided, provided that the no Issuing Lender Bank shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations at such time would exceed the L/C Commitment or Commitment, (ii) the aggregate principal amount Standby Letter of outstanding Working Capital LoansCredit Outstandings at such time would exceed $100,000,000, plus (iii) the aggregate principal amount of outstanding Swingline Loans, plus Aggregate Revolving Credit Outstandings at such time would exceed the aggregate amount of the Revolving Credit Commitments at such time, (iv) in the case of Letters of Credit issued in currencies other than Dollars only, the L/C Obligations in respect of Letters of Credit issued in currencies other than Dollars would exceed the lesser Foreign L/C Commitment Sublimit at such time or (v) in the case of Letters of Credit issued prior to the occurrence of a Collateral Release Event, the Aggregate Outstanding Extensions of Credit at such time would exceed the Borrowing Base at such time. Each Continuing Letter of Credit shall be deemed to be issued under this Agreement on the Effective Date (1to the extent such Continuing Letter of Credit has not been fully drawn or has not expired or been terminated as of the Effective Date) and shall be (x) a Letter of Credit for all purposes hereof (other than subsection 3.7) and the Working Capital Commitment other Loan Documents and (2y) the Borrowing Basea Trade Letter of Credit or a Standby Letter of Credit, as applicable, for purposes of subsections 3.8(b) and 3.8(c), respectively.
(b) Each Letter of Credit shall shall:
(i) be denominated in Dollars or such other currency that as of the date of issuance thereof is in a minimum amount the reasonable judgment of $100,000the relevant Issuing Bank (which shall be binding on the L/C Participants) freely convertible or exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (iiA) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiariesa Subsidiary, contingent or otherwiseotherwise (a "Standby Letter of Credit"), incurred or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of businessbusiness (a "Trade Letter of Credit"), and
(iiiii) expire on a date not no later than the earlier of (A) five Business Days prior to the Revolving Credit Termination Date and that is otherwise satisfactory (B) one year after the date of issuance thereof, provided that, subject to clause (A) above, any Letter of Credit may, at the request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional period of one year unless the Issuing Bank which issued such Letter of Credit shall have given at least sixty days prior written notice to the Issuing Lender Borrower and the beneficiary of such Letter of Credit that such Letter of Credit will not be renewed, in which case such Letter of Credit may, at the option of the Borrower, provide that the beneficiary of such Letter of Credit will be entitled to draw on such Letter of Credit at any time during the thirty days prior to the expiry thereof.
(ivc) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Missouri. The New York.
(d) No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any Applicable applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(c) For purposes of this Agreement, the Existing Letters of Credit set forth on Schedule 3.01 hereto shall be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the initial expiration of each Existing Letter of Credit, the Borrower shall terminate and cancel each such Existing Letter of Credit and request a new Letter of Credit to be issued in replacement thereof.
Appears in 1 contract