L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that no Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C. (b) Each Letter of Credit shall be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date. (c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1. (d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation. (e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(a), Lender agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by or, with the consent of the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunderany Group Member) any Subsidiary or any Related Corporation on any Business Day during the Commitment Letter of Credit Availability Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may reasonably 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Exposure would exceed the applicable limitations set forth in Subsection 2.1Total L/C Commitments at such time or the Available Revolving Commitments would be less than zero at such time, or (ii) an Overadvance would exist at such time. Except as otherwise agreed by the L/C Obligations Issuing Lender and the Administrative Agent in respect of Letters their sole discretion, each Letter of Credit would exceed $300,000,000 or shall expire no later than the earlier of (iiix) the Aggregate Outstanding first anniversary of its date of issuance and (y) the Letter of Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; providedMaturity Date, further, provided that no Issuing Lender shall be required to (but may, in its sole discretioni) issue, renew, amend or extend any Letter of Credit if may provide for the renewal thereof for additional one-year periods (x) after giving effect theretowhich, except as otherwise agreed by the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such and the Administrative Agent in their sole discretion, shall in no event extend beyond the date referred to in clause (y) above) and (ii) in the event that the Issuing Lender’s Lender and the Administrative Agent agree to issue a Letter of Credit Sublimit or (y) in with an expiration date that is after the case Letter of Barclays and Deutsche Bank AG New York BranchCredit Maturity Date, such Letter of Credit is a Commercial shall be required to be Cash Collateralized on or prior to the Letter of Credit Maturity Date in an amount equal to 105% of the L/C.
(b) C Exposure attributable to such Letter of Credit in accordance with Section 3.10. Each Letter of Credit shall be denominated in Dollars and Dollars, or, in the sole discretion of the Issuing Lender with respect to any particular Letter of Credit, an alternative foreign currency. For purposes of this Agreement, the stated amount of any Letter of Credit issued in an alternative currency shall be either converted into Dollars from time to time by the Issuing Lender and upon any drawing under such Letter of Credit.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if:
(i) a standby letter of credit issued to support obligations of such issuance would conflict with, or cause the Parent Borrower Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law;
(ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its Restricted Subsidiariesterms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any Related Corporationlaw, contingent rule or otherwise, which finance or otherwise arise in connection with regulation applicable to the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries Issuing Lender or any Related Corporationrequest, and for general corporate purposesguideline 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 the Parent Borrower, any letters of its Restricted Subsidiaries credit generally or any Related Corporation (a “Standby such Letter of Credit”)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 (ii) a commercial letter of credit in respect of shall impose upon the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender andany 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 case of clause (B) belowIssuing Lender has received written notice from any Lender, the Administrative AgentAgent or the Borrower, expire no later than the earlier of at least one (A) one year after its date of issuance and (B) the fifth (5th1) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the requested date of issuance issuance, amendment, renewal or reinstatement of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified contained in Section 6 are 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied);
(iv) any requested Letter of Credit is not in form and substance reasonably acceptable to the Issuing Lender, or that the issuance 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 would violate Subsection 3.1.contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(dvi) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (except as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender Administrative Agent and the Parent BorrowerIssuing Lender, each such Letter of Credit shall be governed byis in an initial face amount less than $25,000; or
(vii) any Lender is at that time a Defaulting Lender, and shall be construed in accordance withunless the Issuing Lender has entered into arrangements, including the laws delivery of the State of New YorkCash Collateral pursuant to Section 3.10, and satisfactory to the extent not prohibited by Issuing Lender (in its sole discretion) with the Borrower or such laws, Defaulting Lender to eliminate the ISP shall apply Issuing Lender’s actual or potential Fronting Exposure (after giving effect to each standby 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 the Uniform Customs shall apply to each Commercial all other L/C. The ISP shall not C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in any event apply to this Agreementits sole discretion.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) during the Availability Period for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that no the Issuing Lender shall not issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Total Revolving Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit Line Cap, subject to the authority of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but mayAdministrative Agent, in its sole discretion) issue, renew, amend or extend any Letter to make Protective Advances pursuant to the terms of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Section 2.3. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance (or such longer period as agreed to by the applicable Issuing Lender in its sole discretion) and (By) the fifth (5th) date that is five Business Day Days prior to the Revolving Termination Date; , provided thatthat 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 unless such Letter of Credit has been cash collateralized or other arrangements backstopping such Letter of Credit have been made, notwithstanding in each case, reasonably satisfactory to the Issuing Lender). No more than 20 Letters of Credit shall be outstanding at any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no time.
(a) The Issuing Lender shall not at any time be obligated to issue a any Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would (i) result in such Issuing Lender’s L/C Obligations exceeding such Lender’s L/C Commitment, (ii) violate Subsection 3.1.
one or more policies of the Issuing Lender applicable to letters of credit generally or (diii) Each conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Lender issue Letters of Credit in excess of such Issuing ▇▇▇▇▇▇’s L/C Commitment in effect at the time of such request, and each Issuing ▇▇▇▇▇▇ agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Lender in excess of its L/C Commitment then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not affect the L/C Commitment of any other Issuing Bank.
(b) The parties hereto agree that the Existing Letters of Credit shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required all purposes under this Agreement, without any further action by the applicable Borrower, the Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary Lender or any Related Corporationother Person.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that no the Issuing Lender shall not issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the L/C Obligations in respect aggregate amount of Letters of Credit the Available Revolving Commitments would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) less than zero. Each Letter of Credit shall (A) be denominated in Dollars and shall be either Dollars, (iB) have a standby letter face amount of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation at least $500,000 (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause Lender) and (BC) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date that is five Business Day Days prior to the Latest Applicable Revolving Termination Date; , provided that, notwithstanding that any extension Letter of Credit with a one-year term may provide for the Termination Date pursuant renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to Subsection 2.8, unless otherwise agreed, no in clause (y) above).
(b) The Issuing Lender shall be obligated to not issue a any Letter of Credit that expires beyond hereunder if (i) such issuance would conflict with, or cause the non-extended Termination DateIssuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or (ii) the conditions set forth in Section 5.3 are not satisfied.
(c) Notwithstanding anything to the contrary contained in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Requestthis Section 3.1, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required obligated to make a specific request to such Issuing Lender for issue any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at a time when any time to an extended expiry date not later than other Lender is a Defaulting Lender, unless the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at entered into arrangements with the Borrower or such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date Defaulting Lender which has been agreed upon pursuant are satisfactory to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of eliminate the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender’s Fronting Exposure (after giving effect to Section 2.27(c)) with respect to any such Defaulting Lender, so long as including the Borrower Representative, on behalf delivery of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related CorporationCash Collateral.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Tw Telecom Inc.)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit L/C Tranche Lenders set forth in Subsection Section 3.4(a), agrees to continue issue (or cause its Applicable Lending Office to issue) letters of credit and bank guarantees (each a “Letter of Credit”) under this Agreement the L/C Tranche Facility for the account of the Borrowers the Existing Letters a Loan Party or a Subsidiary of Credit issued by it and to issue letters of credit a Loan Party (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of CreditApplicable Account Party”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date of such Issuing Lender in such form as may be approved from time reasonable and customary for the purpose thereof; provided, that (i) no Applicable Account Party shall request, and no Issuing Lender shall be required to time by the Issuing Lender; provided that no issue (or cause its Applicable Lending Office to issue), any Letter of Credit shall be issued 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 aggregate Extensions Dollar Equivalent of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate then Outstanding Credit Amount of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C 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) the Total Consolidated GMF Exposure would exceed $1 billion or (D) 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 Company shall be jointly and severally liable with respect to each Letter of Credit Sublimit or issued for the account of an Applicable Account Party (y) in other than the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Company). Each Letter of Credit shall (x) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital Optional Currency and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (iiy) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) the date that is one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of CreditCredit and (B) by giving five Business Days prior notice to the beneficiary 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 not later than a day for additional one-year or shorter periods (which shall in each such twelve-month period no event extend beyond the date referred to be agreed upon at in foregoing clause (B), unless and to the time extent that such Letter of Credit is issued. Unless otherwise directed by Collateralized for the applicable Issuing Lender, period following such date at 100% of the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal undrawn and unexpired amount of such Letter of Credit at any time if requested by the relevant Issuing Lender) or (2) continue past such date referred to an extended expiry date not later than in the earlier of foregoing clause (iB) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided extent that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under is Collateralized for the terms hereof (by reason period following such date at 100% of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance undrawn and unexpired amount of such Letter of Credit would violate Subsection 3.1.
(d) Each if requested by the relevant Issuing Lender; provided, further that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit issued by an Issuing Lender shall be deemed to constitute may have a utilization tenor of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, longer than one year so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above). 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 governed by, terminated and shall be construed in accordance with, the laws of the State of New York, and (to the extent not prohibited by applied to satisfy L/C Obligations) released to such lawsLoan Party or Applicable Account Party, as applicable, as soon as practicable after the ISP shall apply to each standby expiration or other termination of such Letter of Credit and the Uniform Customs reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall apply be released to each Commercial 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 at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender (or any Applicable Lending Office thereof) or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: 3 Year Revolving Credit Agreement (General Motors Financial Company, Inc.)
L/C Commitment. (a) Subject to the terms and conditions hereof, ------------------- each of the Issuing LenderLenders, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(aSection 4.3(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account any of the BorrowersBorrowers (the ----------------- Borrower for whose account such Letter of Credit shall have been issued, is a co-applicant and jointly and severally liable thereunderthe "Account Party") any Subsidiary or any Related Corporation on any Business Day during the Revolving Credit Commitment ------------- Period but in no event later than the fifth (5th) day 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 shall be issued for the account of any Borrower if, after giving effect to such issuance, issuance (i) the aggregate Extensions Dollar Equivalent of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the L/C Obligations in respect aggregate amount of Letters of the Available Revolving Credit Commitments would exceed $300,000,000 or be less than zero, (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such a Letter of Credit is a Commercial L/C.
requested to be issued in an Optional Currency, the Dollar Equivalent of the Total Revolving Extensions of Credit with respect to such Optional Currency would exceed the Currency Maximum with respect to any Optional Currency or (biv) the Dollar Equivalent of the Total Revolving Extensions of Credit with respect to such Borrowing Subsidiary would exceed such Borrowing Subsidiary's Designated Maximum. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital Optional Currency and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date which is five Business Day Days prior to the Scheduled Revolving Credit Termination Date; , provided that, notwithstanding that any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a -------- Letter of Credit that expires with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the non-extended Termination Date.
(c) Notwithstanding anything date referred to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or clause (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (cabove), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) during the Availability Period for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that no the Issuing Lender shall not issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Total Revolving Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit Line Cap, subject to the authority of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but mayAdministrative Agent, in its sole discretion) issue, renew, amend or extend any Letter to make Protective Advances pursuant to the terms of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Section 2.3. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance (or such longer period as agreed to by the applicable Issuing Lender in its sole discretion) and (By) the fifth (5th) date that is five Business Day Days prior to the Revolving Termination Date; , provided thatthat 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 unless such Letter of Credit has been cash collateralized or other arrangements backstopping such Letter of Credit have been made, notwithstanding any extension of in each case, reasonably satisfactory to the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender).
(b) The Issuing Lender shall not at any time be obligated to issue a any Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would (i) result in such Issuing Lender’s L/C Obligations exceeding such Lender’s L/C Commitment, (ii) violate Subsection 3.1.
one or more policies of the Issuing Lender applicable to letters of credit generally or (diii) Each conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Lender issue Letters of Credit in excess of such Issuing Lender’s L/C Commitment in effect at the time of such request, and each Issuing Lender agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Lender in excess of its L/C Commitment then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not affect the L/C Commitment of any other Issuing Bank.
(c) The parties hereto agree that the Existing Letters of Credit shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required all purposes under this Agreement, without any further action by the applicable Borrower, the Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary Lender or any Related Corporationother Person.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the L/C Obligations in respect aggregate amount of the Available Revolving Commitments would be less than zero. Letters of Credit would exceed $300,000,000 may be either standby letters of credit or commercial letters of credit. Notwithstanding the foregoing, each of the letters of credit issued or deemed issued under the Existing Credit Agreement shall, from and after the Closing Date, be deemed to have been issued pursuant to this Section 3.1(a). Each Letter of Credit shall (iiii) be denominated in Dollars and (ii) expire no later than the earlier of (x) the Aggregate Outstanding Credit first anniversary of all its date of issuance and (y) the date that is five Business Days prior to the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; providedTermination Date, further, provided that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if with a one-year term may provide for the renewal thereof for additional one-year periods (xwhich shall in no event extend beyond the date referred to in clause (y) after giving effect theretoabove), the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s provided, however, that any Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit which is a Commercial L/C.commercial letter of credit shall expire no later than 180 days after its date of issuance.
(b) Each Letter of Credit shall be denominated in Dollars and shall be either (i) a standby letter of credit issued subject to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender Uniform Customs and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 extent not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance withinconsistent therewith, the laws of the State of New York, and .
(c) The Issuing Lender shall not at any time be obligated to the extent not prohibited by such laws, the ISP shall apply to each standby issue any Letter of Credit and hereunder if such issuance would conflict with, or cause the Uniform Customs shall apply to each Commercial Issuing Lender or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) during the Revolving Commitment Period for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that no the Issuing Lender shall not issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Total Revolving Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit Line Cap, subject to the authority of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but mayAdministrative Agent, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.3 or (ii) issue, renew, amend or extend any Letter of Credit if more than ten (x10) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) be outstanding at one time. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (B) the fifth (5th) Business Day prior or such longer period as agreed to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender in its sole discretion) and the Parent Borrower, each (y) unless such Letter of Credit has been cash collateralized or other arrangements backstopping such Letter of Credit have been made, in each case, reasonably satisfactory to the Issuing Lender, the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall be governed byin no event extend beyond the date referred to in clause (y) above unless such Letter of Credit has been cash collateralized or other arrangements backstopping such Letter of Credit have been made, in each case, reasonably satisfactory to the Issuing Lender). In the event of any conflict between the terms and shall be construed in accordance conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the laws Issuing Lender relating to any Letter of the State of New York, and to the extent not prohibited by such lawsCredit, the ISP terms and conditions of this Agreement shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreementcontrol.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or for the account of any Subsidiary (if required by the applicable Issuing Lender, so long as provided that the Borrower Representative, on account of the Borrowers, is shall be a co-applicant applicant, and be jointly and severally liable thereunderliable, with respect to each such Letter of Credit issued for the account of such Subsidiary) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the L/C Obligations in respect aggregate amount of Letters of Credit the Available Revolving Commitments would exceed $300,000,000 be less than zero or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter have issued Letters of Credit Sublimit or in an aggregate amount in excess of the amount set forth opposite its name on Schedule 3.1 (y) in as such schedule may be updated from time to time with the case consent of Barclays each Issuing Lender and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) the Borrower). Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date that is five Business Day Days prior to the latest then applicable Revolving Termination Date; , provided that, notwithstanding that any extension Letter of Credit with a one-year term may provide for the Termination Date pursuant renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to Subsection 2.8, unless otherwise agreed, no in clause (y) above) under customary “evergreen” provisions.
(b) No Issuing Lender shall at any time be obligated to issue a any Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b)if such issuance would conflict with, if the Borrower Representative so requests in or cause such Issuing Lender or any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree Participant to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that exceed any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agentlimits imposed by, any Lender or Borrower that one or more applicable Requirement of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1Law.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Sublimit, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero, (iii) the outstanding amount of the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no applicable Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after determined for such purpose without giving effect thereto, to the aggregate participations therein of the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender Participants pursuant to Section 3.4) would exceed such Issuing Lender’s L/C Commitment (unless such Issuing Lender has consented thereto) or (iv) after the occurrence and during the continuance of a Partial Trigger Event if after giving effect to such Letter of Credit, the Total Revolving Extensions of Credit would exceed $100,000,000 (provided that, this clause (iv) shall not be a condition precedent with respect to the issuance of any Letter of Credit Sublimit or (y) in to the case of Barclays and Deutsche Bank AG New York Branch, extent that such Letter of Credit is a Commercial L/C.
(b) Cash Collateralized concurrently with the issuance thereof in an amount not less than the Minimum Collateral Amount). Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth date that is five (5th5) Business Day Days prior to the Revolving Termination Date; , provided thatthat 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, notwithstanding any extension except to the extent that the Issuing Lender has approved of such expiration date and the Termination Date outstanding amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or backstopped pursuant to Subsection 2.8, unless otherwise agreed, no arrangements reasonably satisfactory to the Issuing Lender).
(b) The Issuing Lender shall not at any time be obligated to issue a any Letter of Credit that expires beyond if (i) such issuance would conflict with, or cause the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in Issuing Lender or any L/C RequestParticipant to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Lender mayhas entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole and absolute discretion, agree ) with the Borrower or such Lender to issue a eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period then proposed to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, issued or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial all other L/C. The ISP shall not C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in any event apply to this Agreementits sole discretion.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(asubsection 3.9(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the such Issuing LenderBank; provided that no Issuing Bank shall have any obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations at such time would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the Standby Letter of Credit Outstandings at such time would exceed $125,000,000, (iii) the 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 $300,000,000 the Foreign L/C Commitment Sublimit at such time, or (iiiv) the Aggregate Outstanding Extensions of Credit of all the Revolving Credit Lenders at such time would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by Borrowing Base at such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.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 the reasonable judgment of the 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 (iA) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporationa Subsidiary, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “"Standby Letter of Credit”"), or (iiB) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Parent Borrower, any Borrower and its Subsidiaries in the ordinary course of its Restricted Subsidiaries or any Related Corporation business (a “Commercial L/C”"Trade Letter of Credit"), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause
(Bii) below, the Administrative Agent, expire no later than the earlier of (A) one year five Business Days prior to the Termination Date (unless the Administrative Agent has received and maintains cash Collateral in an amount equal to 103% of the maximum amount available to be drawn under any such Letter of Credit for which the Borrower has requested an expiry date after its date the Termination Date, in which event the expiry of issuance any such Letter of Credit may extend beyond the Termination Date) and (B) one year after the fifth (5th) Business Day prior to the Termination Date; date of issuance thereof, provided that, notwithstanding subject to clause (A) above, any extension Letter of Credit may, at the request of the Termination Date pursuant 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 Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a the Borrower and the beneficiary of such Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a such Letter of Credit will not be renewed, in which case such Letter of Credit may, at the option of the Borrower, provide that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance beneficiary of such Letter of Credit) by giving prior notice Credit will be entitled to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of draw on such Letter of Credit at any time to an extended expiry date not later than during the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day thirty days prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if expiry thereof.
(xc) such Issuing Lender has determined that it would have no obligation at such time to issue such Each Letter of Credit in its renewed form under shall be subject to the terms hereof (by reason Uniform Customs and, to the extent not inconsistent therewith, the law of the provisions Commonwealth of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1Massachusetts.
(d) Each No Issuing Bank shall at any time be obligated to issue any Letter of Credit issued by an hereunder if such issuance would conflict with, or cause such Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary Bank or any Related CorporationL/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(e) Unless otherwise agreed by On the applicable Issuing Lender Effective Date, all letters of credit and the Parent Borrowerreimbursement obligations attendant thereto issued pursuant to or under the Existing DIP Agreement which are then outstanding shall be, each Letter from and after such date, deemed to be and shall become for all purposes, Letters of Credit shall be governed by, with Reimbursement Obligations attendant thereto issued pursuant to and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to outstanding under this Agreement.
Appears in 1 contract
L/C Commitment. (a) Subject If, and only if, a beneficiary of any Letter of Credit requested pursuant to Section 3.1 refuses to accept a Syndicated Letter of Credit, the terms and conditions hereof, each Issuing LenderFronting Bank, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(a)Section 3.2(c) and subject to the other terms and conditions hereof, agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue standby letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Fronted Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during from the Commitment Period Closing Date to but in no event later than not including the fifth (5th) day Business Day prior to the Termination Maturity Date in such form as may be approved from time to time by the Issuing LenderFronting Bank; provided provided, that (i) the Fronting Bank shall have no obligation to issue any Fronted Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (iiA) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments L/C Commitment or (B) the aggregate principal amount of all the outstanding Revolving Credit Lenders then in effect; providedLoans, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations in respect of would exceed the Aggregate Commitment, (ii) an Additional Fronting Bank may only issue Fronted Letters of Credit issued by under this Section 3.2(a) following compliance with Section 3.2(f) with respect to such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Each Letter of Credit shall be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related CorporationAdditional Fronting Bank, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (iiiii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender Additional Fronting Bank shall be obligated to issue a any Fronted Letter of Credit that expires beyond hereunder. The Fronting Bank shall not at any time be obligated to issue any Fronted Letter of Credit hereunder if such issuance would conflict with, or cause the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in Fronting Bank or any Fronted L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree Participant to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that exceed any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agentlimits imposed by, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed Applicable Law. References herein to constitute a utilization of the Commitments, “issue” and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance derivations thereof with their respective Commitment Percentages. All respect to Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for also include extensions or modifications of any outstanding Letters of Credit, unless the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporationcontext otherwise requires.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the L/C Obligations in respect Obligations, when added to the aggregate principal amount of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders Loans and Swingline Loans then outstanding, would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Maximum Outstanding Amount. Each Letter of Credit shall (i) be denominated in Dollars Dollars, Pounds Sterling, euros or Yen and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date that is five Business Day Days prior to the Revolving Termination Date; , provided that, notwithstanding that any extension Letter of Credit with a one-year term may provide for the Termination Date pursuant renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to Subsection 2.8, unless otherwise agreed, no in clause (y) above).
(b) The Issuing Lender shall not at any time be obligated to issue a any Letter of Credit that expires beyond if such issuance would conflict with, or cause the non-extended Termination DateIssuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) Notwithstanding anything to Letters of credit issued and outstanding on the contrary in Subsection 3.1(b), if Closing Date under the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole Amended and absolute discretion, agree to issue a Restated Letter of Credit that has automatic renewal provisions Reimbursement Agreement, dated as of November 21, 2005, between the Borrower and JPMorgan Chase Bank, N.A. (each, an the “Auto-Renewal L/CExisting Reimbursement Agreement”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All become Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by on the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related CorporationClosing Date.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Loral Space & Communications Inc.)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or for the account of any Subsidiary (if required by the applicable Issuing Lender, so long as provided that the Borrower Representative, on account of the Borrowers, is shall be a co-applicant applicant, and be jointly and severally liable thereunderliable, with respect to each such Letter of Credit issued for the account of such Subsidiary) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 the ▇/▇ ▇▇▇▇▇▇▇▇▇▇, (▇▇) the aggregate amount of the Available Revolving Commitments would be less than zero or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter have issued Letters of Credit Sublimit or in an aggregate amount in excess of the amount set forth opposite its name on Schedule 3.1 (y) in as such schedule may be updated from time to time with the case consent of Barclays each Issuing Lender and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) the Borrower). Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date that is five Business Day Days prior to the latest then applicable Revolving Termination Date; , provided that, notwithstanding that any extension Letter of Credit with a one-year term may provide for the Termination Date pursuant renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to Subsection 2.8, unless otherwise agreed, no in clause (y) above) under customary “evergreen” provisions.
(b) No Issuing Lender shall at any time be obligated to issue a any Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b)if such issuance would conflict with, if the Borrower Representative so requests in or cause such Issuing Lender or any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree Participant to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that exceed any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agentlimits imposed by, any Lender or Borrower that one or more applicable Requirement of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1Law.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue issue letters of credit and, with the consent of such Issuing Lender, letters of guarantee (each a “Letter of Credit”) under this Agreement the Domestic Facility for the account of the Borrowers the Existing Letters a Loan Party or a Subsidiary of Credit issued by it and to issue letters of credit a Loan Party (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of CreditApplicable Account Party”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date of such Issuing Lender in such form as may be approved from time reasonable and customary for the purpose thereof; provided, that (i) no Applicable Account Party shall request, and no Issuing Lender shall be required to time by the Issuing Lender; provided that no issue, any Letter of Credit shall be issued 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 aggregate Extensions Dollar Equivalent of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate then Outstanding Credit Amount of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s 's L/C Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Sublimit 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 or (D) 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 Domestic Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total Domestic Commitments then in effect and (ii) the Company shall be jointly and severally liable with respect to each Letter of Credit Sublimit or issued for the account of an Applicable Account Party (y) in other than the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Company). Each Letter of Credit shall (x) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital Optional Currency and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (iiy) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) the date that is one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of CreditCredit and (B) by giving five Business Days prior notice to the beneficiary 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 not later than a day for additional one-year or shorter periods (which shall in each such twelve-month period no event extend beyond the date referred to be agreed upon at in foregoing clause (B), unless and to the time extent that such Letter of Credit is issued. Unless otherwise directed by Collateralized for the applicable Issuing Lender, period following such date at 100% of the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal undrawn and unexpired amount of such Letter of Credit at any time if requested by the relevant Issuing Lender) or (2) continue past such date referred to an extended expiry date not later than in the earlier of foregoing clause (iB) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided extent that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under is Collateralized for the terms hereof (by reason period following such date at 100% of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance undrawn and unexpired amount of such Letter of Credit would violate Subsection 3.1.
(d) Each if requested by the relevant Issuing Lender. Any such Collateralization of a Letter of Credit issued provided by an Issuing Lender 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 deemed to constitute a utilization of the Commitments, terminated and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by applied to satisfy L/C Obligations) released to such lawsLoan Party or Applicable Account Party, as applicable, as soon as practicable after the ISP shall apply to each standby expiration or other termination of such Letter of Credit and the Uniform Customs reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall apply be released to each Commercial 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 at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. 3.1.1 Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving A Lenders set forth in Section 3.4.1, agrees to issue letters of credit ("Revolving A Letters of Credit") for the account of any Unrestricted Borrower on any Business Day from the Closing Date to but not including the Termination Date in such form as may be requested by the Parent Borrower (on its own behalf or on behalf of any Unrestricted Subsidiary Borrower) and approved from time to time by such Issuing Lender; provided, that no Issuing Lender shall issue, amend, extend or renew any Revolving A Letter of Credit if, after giving effect to such issuance, amendment, extension or renewal, (a) the Revolving A L/C Obligations would exceed the Aggregate Revolving A Commitment, (b) the sum of (i) the Outstanding Revolving A Credit Exposure and (ii) the Dollar Equivalent of the aggregate principal amount of Competitive Bid Loans made under the Revolving A Credit Facility, would exceed the Aggregate Revolving A Commitment and (c) the Outstanding Foreign Currency Credit Exposure would exceed $150,000,000. Each Revolving A Letter of Credit may be denominated in Dollars or any Optional Currency.
3.1.2 Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit B Lenders set forth in Subsection 3.4(a)Section 3.4.2, agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Revolving B Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable any Unrestricted Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during from the Commitment Period Closing Date to but in no event later than the fifth (5th) day prior to not including the Termination Date in such form as may be requested by the Parent Borrower (on its own behalf or on behalf of any Unrestricted Subsidiary Borrower) and approved from time to time by the such Issuing Lender; provided provided, that no Issuing Lender shall issue, amend, extend or renew any Revolving B Letter of Credit shall be issued if, after giving effect to such issuance, amendment, extension or renewal, (a) the Revolving ▇ ▇/C Obligations would exceed the Aggregate Revolving B Commitment, (b) the sum of (i) the aggregate Extensions principal amount of outstanding Revolving B Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1Loans, (ii) the L/C aggregate principal amount of Revolving ▇ ▇/C Obligations in respect of Letters of Credit would exceed $300,000,000 or and (iii) the Aggregate Outstanding Credit Dollar Equivalent of all the aggregate principal amount of the Competitive Bid Loans made under the Revolving B Credit Lenders Facility, would exceed the Commitments of all Aggregate Revolving B Commitment or (c) the Revolving Outstanding Foreign Currency Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender Exposure would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) $150,000,000. Each Revolving B Letter of Credit shall be denominated in Dollars Dollars.
3.1.3 Prior to the Closing Date, each Issuing Lender has issued the relevant Existing Letter of Credit which, from and after the Closing Date, shall constitute a Letter of Credit for all purposes hereunder, subject to allocation in accordance with Section 3.1.5.
3.1.4 Each Letter of Credit shall (a) be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (b) expire on a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no date not later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date and not later than the earlier of date which is five (i) one year from the date of such renewal and (ii) the fifth (5th5) Business Day Days prior to the Termination Specified Maturity Date; provided that such Issuing Lender shall not permit any such renewal if , and (xc) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant be subject to the proviso of Uniform Customs and, to the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected extent not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance withinconsistent therewith, the laws of the State in which the corporate headquarters of New York, and the relevant Issuing Lender is located or such other jurisdiction as is acceptable to the extent not prohibited by such laws, the ISP relevant Issuing Lender. No Issuing Lender shall apply at any time be obligated to each standby issue any Letter of Credit and the Uniform Customs shall apply to each Commercial hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C. The ISP 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 not in also include extensions or modifications of any event apply to this Agreementexisting Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (Brinks Co)
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Three-Year Revolving Credit Lenders set forth in Subsection 3.4(aSection 2.11(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “"Letters of Credit”") for the account of the applicable Borrower or Company (if required by the applicable Issuing Lender, so long as the Borrower Representativeand, on account of the Borrowersa joint and several basis, is a co-applicant and jointly and severally liable thereunder) any applicable Subsidiary or any Related Corporation Borrower), on any Business Day during the Three-Year Revolving Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Sublimit or (ii) the L/C Obligations in respect aggregate amount of Letters of Credit the Available Three-Year Revolving Commitments would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) or a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted SubsidiariesForeign Currency, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) have a commercial letter face amount of credit in respect of at least $100,000 or the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation Foreign Currency Equivalent thereof (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause Lender) and (Biii) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date that is five Business Day Days prior to the Three-Year Revolving Termination Date; , provided that, notwithstanding that any extension Letter of Credit with a one-year term may provide for the Termination renewal thereof for additional periods of up to one year (which shall in no event extend beyond the date referred to in clause (y) above). The letters of credit identified on Schedule 2.8 (the "Existing Letters of Credit") shall be deemed to be "Letters of Credit" issued on the Closing Date pursuant to Subsection 2.8, unless otherwise agreed, no for all purposes of this Agreement and the other Loan Documents.
(b) The Issuing Lender shall not at any time be obligated to issue a any Letter of Credit that expires beyond if such issuance would conflict with, or cause the non-extended Termination DateIssuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) Notwithstanding anything The Issuing Lender may be replaced at any time by written agreement among the Company, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender. The Administrative Agent shall notify the Three-Year Revolving Lenders of any such replacement of the Issuing Lender. At the time any such replacement shall become effective, the Company shall pay all unpaid fees accrued for the account of the replaced Issuing Lender. From and after the effective date of any such replacement, (i) the successor Issuing Lender shall have all the rights and obligations of the Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in term "Issuing Lender" shall be deemed to refer to such successor or to any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the applicable Borrower context shall require. After the replacement of an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All additional Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related CorporationCredit.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for issue at the account request of the Borrowers the Existing Letters of Credit issued by it and to issue Borrower letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the each a “Letters Letter of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation Group Member on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the such Issuing Lender; provided that no Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1Borrower shall not request, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that and no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if after giving effect to such issuance (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), (A) the sum of (x) after giving effect thereto, 105% of the aggregate L/C Obligations Dollar Equivalent of Letters of Credit denominated in respect Optional 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 Optional 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 Optional Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in Optional Currencies would exceed the L/C Sublimit then in effect, or (C) 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 Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the lesser of (A) the Total Commitments then in effect and (B) the Borrowing Base and (ii) the Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit Sublimit or (y) in issued for the case account of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) any other Group Member. Each Letter of Credit shall (x) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiariesor, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise if agreed by the applicable Issuing Lender andLender, in the case of clause any Optional Currency and (By) below, the Administrative Agent, expire no later than the earlier of (A) the date that is one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of CreditCredit and (B) by giving thirty (30) days prior notice to the beneficiary Termination Date then in effect; provided, that any Letter of Credit with a one-year tenor may provide for the subsequent or successive renewal or automatic renewal thereof not 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 a day thirty (30) days prior to the Termination Date then in each such twelve-month period to be agreed upon at effect); provided that the time Borrower shall not request the issuance of any such Letter of Credit is issued. Unless otherwise directed by if the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to aggregate face amount of all such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter Letters of Credit at any time to an extended expiry date not later than the earlier of (i) one year from outstanding on the date of such renewal request and (ii) the fifth (5th) Business Day prior giving effect to the Termination Date; provided that such proposed issuance would exceed the Dollar Equivalent of $5,000,000.
(b) An Issuing Lender shall not permit at any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time be obligated to issue such any Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise)if such issuance would conflict with, or (y) it has received notice on cause the Issuing Lender or before the day that is two Business Days before the date which has been agreed upon pursuant any L/C Participant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that exceed any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agentlimits imposed by, any Lender or Borrower that one or more applicable Requirement of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1Law.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Marriott Vacations Worldwide Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue issue (or cause its Applicable Lending Office to issue) letters of credit and, with the consent of such Issuing Lender, letters of guarantee (each a “Letter of Credit”) under this Agreement the Domestic Facility for the account of the Borrowers the Existing Letters a Loan Party or a Subsidiary of Credit issued by it and to issue letters of credit a Loan Party (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of CreditApplicable Account Party”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date of such Issuing Lender in such form as may be approved from time reasonable and customary for the purpose thereof; provided, that (i) no Applicable Account Party shall request, and no Issuing Lender shall be required to time by the Issuing Lender; provided that no issue (or cause its Applicable Lending Office to issue), any Letter of Credit shall be issued 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 aggregate Extensions Dollar Equivalent of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate then Outstanding Credit Amount of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Sublimit then in effect, (C) the Total Consolidated GMF Exposure would exceed $2 billion or (D) 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 Domestic Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total Domestic Commitments then in effect and (ii) the Company shall be jointly and severally liable with respect to each Letter of Credit Sublimit or issued for the account of an Applicable Account Party (y) in other than the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Company). Each Letter of Credit shall (x) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital Optional Currency and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (iiy) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) the date that is one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of CreditCredit and (B) by giving five Business Days prior notice to the beneficiary 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 not later than a day for additional one-year or shorter periods (which shall in each such twelve-month period no event extend beyond the date referred to be agreed upon at in foregoing clause (B), unless and to the time extent that such Letter of Credit is issued. Unless otherwise directed by Collateralized for the applicable Issuing Lender, period following such date at 100% of the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal undrawn and unexpired amount of such Letter of Credit at any time if requested by the relevant Issuing Lender) or (2) continue past such date referred to an extended expiry date not later than in the earlier of foregoing clause (iB) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided extent that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under is Collateralized for the terms hereof (by reason period following such date at 100% of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance undrawn and unexpired amount of such Letter of Credit would violate Subsection 3.1.
(d) Each if requested by the relevant Issuing Lender; provided, further, that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit issued by an Issuing Lender shall be deemed to constitute may have a utilization tenor of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, longer than one year so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above). 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 governed by, terminated and shall be construed in accordance with, the laws of the State of New York, and (to the extent not prohibited by applied to satisfy L/C Obligations) released to such lawsLoan Party or Applicable Account Party, as applicable, as soon as practicable after the ISP shall apply to each standby expiration or other termination of such Letter of Credit and the Uniform Customs reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall apply be released to each Commercial 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 at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender (or any Applicable Lending Office thereof) or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: 5 Year Revolving Credit Agreement (General Motors Financial Company, Inc.)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the such Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender’s Letter of Credit Sublimit Lender then in effect, or (yii) in the case aggregate amount of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit except as provided in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (BSection 3.1(b) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(b) If requested by the Borrower, each Issuing Lender agrees to issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Termination Date; provided that, notwithstanding any extension based upon the Borrower’s agreement to cash collateralize the L/C Obligations in accordance with Section 3.9. If the Borrower fails to cash collateralize the outstanding L/C Obligations in accordance with the requirements of the Termination Date pursuant to Subsection 2.8Section 3.9, unless otherwise agreed, no Issuing Lender shall be obligated to issue a each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 3.5 shall be deemed to apply and shall be construed such that expires beyond the non-extended Termination Datereimbursement obligation is to provide cash collateral in accordance with the requirements of Section 3.9.
(c) Notwithstanding anything The Borrower shall grant to the contrary Administrative Agent for the benefit of each Issuing Lender and the Lenders, pursuant to the Guarantee and Collateral Agreement, a security interest in Subsection all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 3.1(b) or Section 3.9. Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “L/C Cash Collateral Account”), if . All interest on such cash collateral shall be paid to the Borrower Representative so requests in upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower.
(d) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause such Issuing Lender or any L/C RequestParticipant to exceed any limits imposed by, the any applicable Requirement of Law, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit from issuing the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the , or any law applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided shall prohibit, or request that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such refrain from, the issuance of letters of credit generally or the Letter of Credit in its renewed form under particular or shall impose upon such Issuing Lender with respect to the terms hereof Letter of Credit any restriction, reserve or capital requirement (by reason 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, which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it and which is not subject to indemnification obligations of the provisions of Subsection 3.2(c) or otherwise), Borrower hereunder or (yiii) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso issuance of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter one or more policies of Credit issued by an such Issuing Lender shall be deemed applicable to constitute a utilization letters of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporationcredit generally.
(e) Unless otherwise expressly agreed by the applicable Issuing Lender and the Parent Borrower, each Borrower when a Letter of Credit shall be governed byis issued, and shall be construed in accordance with, (i) the laws rules of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit Credit, and (ii) the Uniform Customs rules of the UCP shall apply to each Commercial L/C. The ISP commercial Letter of Credit. Notwithstanding the foregoing, no Issuing Lender shall not in be responsible to the Borrower for, and no Issuing Lender’s rights and remedies against the Borrower shall be impaired by, any event apply action or inaction of such Issuing Lender required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the law or any order of a jurisdiction where an Issuing Lender or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.
(f) In the event of any conflict between the terms hereof and the terms of any Application, the terms hereof shall control.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(a), agrees to continue under this Agreement for the account of the Borrowers Parent Borrower the Existing Letters of Credit issued by it prior to the Fifth Amendment Effective Date (the “Existing Letters of Credit”) and to issue letters of credit (the letters of credit issued on and after the Third ClosingFifth Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the a Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Restricted Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) 5th day prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that no Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.12.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in any Designated Foreign Currency on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)), (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 50,000,000 or, (iii) the aggregate amount of all Letters of Credit issued by each Issuing Lender and outstanding at any time shall not exceed at any time such Issuing Lender’s L/C Sublimit or (iiiiv) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C..
(b) Each Letter of Credit shall be denominated in Dollars or any other Designated Foreign Currency requested by the Borrower Representative and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, Borrower and its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, incurred in the ordinary course of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation business (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, Borrower or any of its Restricted Subsidiaries or any Related Corporation in the ordinary course of business (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, Agent expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) 5th Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) 5th Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or in the respective Designated Foreign Currency requested by the Borrower Representative and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the a Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related CorporationRestricted Subsidiary.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the L/C Obligations in respect aggregate amount of Letters of Credit the Available Revolving Commitments would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance unless consented to by the Issuing Lender and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) If the maturity date in respect of any tranche of Revolving Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Commitments in respect of which the maturity date shall not have occurred are then in effect, (x) the outstanding Revolving Loans shall be repaid pursuant to Section 2.5 on such maturity date in an amount sufficient to permit the reallocation of the L/C Obligations relating to the outstanding Letters of Credit contemplated by clause (y) below and (y) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make payments in respect thereof pursuant to Section 3.4) under (and ratably participated in by Lenders pursuant to) the Revolving Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the Revolving Commitments in respect of such non-terminating tranches at such time (it being understood that (A) the participations therein of Revolving Lenders under the maturing tranche shall be correspondingly released and (B) the fifth no partial face amount of any Letter of Credit may be so reallocated) and (5thii) Business Day prior to the Termination Dateextent not reallocated pursuant to immediately preceding clause (i), but without limiting the obligations with respect thereto, the Borrower shall cash collateralize any such Letter of Credit in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender. If, for any reason, such cash collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b)contained herein, if upon any subsequent repayment of the Borrower Representative so requests in any L/C RequestRevolving Loans, the applicable Issuing Lender may, reallocation set forth in its sole clause (i) shall automatically and absolute discretion, agree concurrently occur to issue a the extent of such repayment (it being understood that no partial face amount of any Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”may be so reallocated); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice . Except to the beneficiary thereof not later than a day in each such twelve-month period extent of reallocations of participations pursuant to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of clause (i) one year from of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of such renewal Revolving Commitments shall have no effect upon (and (iishall not diminish) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason percentage participations of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that Revolving Lenders in any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender before such maturity date. Commencing with the maturity date of any tranche of Revolving Commitments, the sublimit for Letters of Credit under any tranche of Revolving Commitments that has not so then matured shall be deemed to constitute a utilization as agreed with such Revolving Lenders; provided that in no event shall such sublimit be less than the sum of (x) the L/C Obligations of the Commitments, Revolving Lenders under such extended tranche immediately prior to such maturity date and shall be participated in (as more fully described in y) the following Subsection 3.4face amount of the Letters of Credit reallocated to such tranche of Revolving Commitments pursuant to clause (i) by the Lenders above (assuming Revolving Loans are repaid in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or clause (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporationi)(x)).
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Credit Agreement (AOL Inc.)
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(asubsection 4.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue standby letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment or, (ii) the L/C Obligations in respect of Letters such Issuing Lender’s Revolving Extensions of Credit would shall exceed $300,000,000 its Revolving Credit Commitment or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders Outstandings would exceed the Commitments of all the Aggregate Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Commitments. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) date that is one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, all the Lenders shall be deemed to have authorized (but may not require) approved the applicable Issuing Lender to permit the renewal expiry date of such Letter of Credit at any time to an extended expiry date not later than the earlier or such Letter of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior Credit shall have been cash collateralized in a manner acceptable to the Termination Date; provided that such Issuing Lender. The Existing Letters of Credit will be deemed Letters of Credit issued on the Closing Date for all purposes hereunder.
(b) The Issuing Lender shall not permit at any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time be obligated to issue such any Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise)if such issuance would conflict with, or (y) it has received notice on cause the Issuing Lender or before the day that is two Business Days before the date which has been agreed upon pursuant any L/C Participant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that exceed any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agentlimits imposed by, any Lender or Borrower that one or more applicable Requirement of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1Law.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Henry Schein Inc)
L/C Commitment. (ai) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(a), Bank agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue or amend letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing including Letters of Credit, collectively, the Credit payable by acceptance of a Time Draft as described in subsection 4.9) (“Letters of Credit”, which shall include the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation Company on any Business Day during the Extended Tranche Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may shall be approved from time reasonably acceptable to time by the such Issuing LenderBank; provided provided, that no Letter of Credit shall be issued or amended if, after giving effect to such issuance, thereto (i) the aggregate Extensions amount of Credit to the Borrowers Exposure would exceed the applicable limitations set forth in Subsection 2.1aggregate amount of the Commitments, (ii) the aggregate amount of the Original Tranche Exposure would exceed the aggregate amount of the Original Tranche Commitments, (iii) the aggregate amount of the Extended Tranche Exposure would exceed the aggregate amount of the Extended Tranche Commitments, (iv) the sum of the aggregate outstanding amount of the Extended Tranche Loans and the aggregate amount of L/C Obligations attributable to Letters of Credit expiring after the Original Tranche Termination Date would exceed the aggregate amount of the Extended Tranche Commitments, (v) the aggregate amount of the L/C Obligations would exceed $50,000,000 or (vi) the aggregate amount of L/C Obligations in respect of Standby Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Each Letter of Credit shall be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date10,000,000.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Multi Currency, Multi Option Credit Agreement (Harman International Industries Inc /De/)
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the L/C Obligations in respect aggregate amount of Letters of Credit the Available Revolving Commitments would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date that is five Business Day Days prior to the Revolving Termination Date; , provided that, notwithstanding that any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the non-extended Termination Date.
(c) Notwithstanding anything date referred to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or clause (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (cabove), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) . Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and issued to support obligations of Company incurred in the ordinary course of its business. It shall be construed in accordance with, a condition precedent to the laws obligation of the State of New York, and Issuing Lender to the extent not prohibited by such laws, the ISP shall apply to issue each standby Letter of Credit that the Lease/Purchase Documents shall have been amended, if necessary, to (i) provide a method for the Company to utilize such Letter of Credit,(ii) ensure that the Borrower will remain in compliance with Section 7.1(d, and (iii) make such other changes (including, without limitation, to provide for the Uniform Customs funding of cash collateral upon the occurrence of an Event of Default as and when required by Section 8 hereof), in each case in a manner acceptable to the Administrative Agent.
(b) The Issuing Lender shall apply not at any time be obligated to each Commercial issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and -------------- conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any ----------------- Business Day during the Revolving Credit Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the L/C Obligations in respect aggregate amount of Letters of the Available Revolving Credit Commitments would exceed $300,000,000 be less than zero or (iii) the Aggregate Outstanding Total Revolving Extensions of Credit of all the Revolving Credit Lenders at such time would exceed the Commitments Borrowing Base at such time. Each Letter of all Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Scheduled Revolving Credit Lenders then in effect; providedTermination Date, further, provided that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if with a one-year term may -------- provide for the renewal thereof for additional one-year periods (x) after giving effect thereto, which shall in no event extend beyond the aggregate L/C Obligations date referred to in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or clause (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.above).
(b) Each Letter of Credit shall be denominated in Dollars and shall be either (i) a standby letter of credit issued subject to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender Uniform Customs and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 extent not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance withinconsistent therewith, the laws of the State of New York, and .
(c) The Issuing Lender shall not at any time be obligated to the extent not prohibited by such laws, the ISP shall apply to each standby issue any Letter of Credit and hereunder if such issuance would conflict with, or cause the Uniform Customs shall apply to each Commercial Issuing Lender or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue issue (or cause its Applicable Lending Office to issue) letters of credit and, with the consent of such Issuing Lender, letters of guarantee (each a “Letter of Credit”) under this Agreement the Domestic Facility for the account of the Borrowers the Existing Letters a Loan Party or a Subsidiary of Credit issued by it and to issue letters of credit a Loan Party (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of CreditApplicable Account Party”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date of such Issuing Lender in such form as may be approved from time reasonable and customary for the purpose thereof; provided, that (i) no Applicable Account Party shall request, and no Issuing Lender shall be required to time by the Issuing Lender; provided that no issue (or cause its Applicable Lending Office to issue), any Letter of Credit shall be issued 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 aggregate Extensions Dollar Equivalent of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate then Outstanding Credit Amount of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Sublimit then in effect, (C) the Total Consolidated GMF Exposure would exceed $2 billion or (D) 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 Domestic Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total Domestic Commitments then in effect and (ii) the Company shall be jointly and severally liable with respect to each Letter of Credit Sublimit or issued for the account of an Applicable Account Party (y) in other than the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Company). Each Letter of Credit shall (x) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital Optional Currency and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (iiy) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) the date that is one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of CreditCredit and (B) by giving five Business Days prior notice to the beneficiary 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 not later than a day for additional one-year or shorter periods (which shall in each such twelve-month period no event extend beyond the date referred to be agreed upon at in foregoing clause (B), unless and to the time extent that such Letter of Credit is issued. Unless otherwise directed by Collateralized for the applicable Issuing Lender, period following such date at 100% of the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal undrawn and unexpired amount of such Letter of Credit at any time if requested by the relevant Issuing Lender) or (2) continue past such date referred to an extended expiry date not later than in the earlier of foregoing clause (iB) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided extent that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under is Collateralized for the terms hereof (by reason period following such date at 100% of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance undrawn and unexpired amount of such Letter of Credit would violate Subsection 3.1.
(d) Each if 509265-1725-14038-Active.16362140 requested by the relevant Issuing Lender; provided, further, that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit issued by an Issuing Lender shall be deemed to constitute may have a utilization tenor of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, longer than one year so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above). 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 governed by, terminated and shall be construed in accordance with, the laws of the State of New York, and (to the extent not prohibited by applied to satisfy L/C Obligations) released to such lawsLoan Party or Applicable Account Party, as applicable, as soon as practicable after the ISP shall apply to each standby expiration or other termination of such Letter of Credit and the Uniform Customs reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall apply be released to each Commercial 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 at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender (or any Applicable Lending Office thereof) or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: 5 Year Revolving Credit Agreement (General Motors Co)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(aSection 3.04(a), agrees to continue under this Agreement issue letters of credit for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day Day, during the Commitment Period but in no event later than period from and including the fifth Closing Date to the earlier of (5thv) day the date that is 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 provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit shall be issued if, immediately after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero, (iii) the Revolving Extensions of Credit to the Borrowers of any Lender would exceed the applicable limitations set forth in Subsection 2.1, such ▇▇▇▇▇▇’s Revolving Credit Commitment or (iiiv) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender▇▇▇▇▇▇’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Fronting Cap. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date which is five Business Day Days prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Revolving Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in its renewed form under no event extend beyond the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or date referred to in clause (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (cabove), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent BorrowerLender, each Letter Letters of Credit issued shall only be standby Letters of Credit. All Amendment No. 14 Existing Letters of Credit shall be governed bydeemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Amendment No. 14 Effective Date shall be construed in accordance with, subject to and governed by the laws of the State of New York, terms and conditions hereof.
(b) No Issuing Lender shall at any time be obligated to the extent not prohibited by such laws, the ISP shall apply to each standby issue any Letter of Credit and the Uniform Customs shall apply to each Commercial hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Third Amended and Restated Credit Agreement (ENVIRI Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(aSection 3.10(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue standby letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Revolving Availability Period but substantially in no event later than the fifth (5th) day prior to the Termination Date form of Exhibit L or in such other 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the L/C Obligations in respect aggregate amount of Letters of Credit the Available Revolving Commitments would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted SubsidiariesDollars, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) have a commercial letter face amount of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation at least $100,000 (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause Lender) and (Biii) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth date that is five (5th5) Business Day Days prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Revolving Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but in its renewed form under no event shall any renewal period extend beyond the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or date referred to in clause (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon above may provide for automatic renewals pursuant to the proviso of the first sentence of this clause (cSection 3.8(b), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) . Each Letter of Credit issued on a sight basis only and governed by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98).
(b) The Issuing Lender shall not at any time be obligated to the extent not prohibited by such laws, the ISP shall apply to each standby issue any Letter of Credit and hereunder if (i) such issuance would conflict with, or cause the Uniform Customs shall apply to each Commercial Issuing Lender or any L/C. The ISP C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any Requirements of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or 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 Amendment No. 6 Effective Date, or shall impose upon the Issuing Lender any event apply unreimbursed loss, cost or expense which was not applicable on the Amendment No. 6 Effective Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to this Agreementit and (iii) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally.
Appears in 1 contract
Sources: Credit Agreement (Microsemi Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection subsection 3.4(a), agrees to continue under this Agreement for the account of the Borrowers Parent Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the a Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Restricted Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that no Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 20.035.0 million or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect.; provided, furtherfurther that in the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend issue or extend any arrange for such Letter of Credit if to the extent (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Defaulting Lender’s Letter of Credit Sublimit Exposure with respect to such Letter of Credit has not been reallocated pursuant to Section 4.15(d) or (y) such Issuing Lender has not otherwise entered into arrangements reasonably satisfactory to it and Borrowers to eliminate its risk with respect to the participation in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.of the Defaulting Lender, which arrangements may include Borrowers cash collateralizing such Defaulting Lender’s Letter of Credit Exposure.
(b) Each Letter of Credit shall be denominated in Dollars Dollars, in an aggregate principal amount no less than $50,000 and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, Borrower or its Restricted Subsidiaries or any Related CorporationSubsidiaries, and for general corporate purposes, of the Parent Borrower, Borrower or any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, or any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.fifth
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing LenderLenders, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and agree to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the Issuing LenderLenders; provided provided, that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the L/C Obligations in respect aggregate amount of Letters of Credit the Available Revolving Commitments would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth date that is five (5th5) Business Day Days prior to the Revolving Termination Date, provided, that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above); provided thatprovided, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, however no Issuing Lender shall have any obligation to (x) issue trade or commercial (as opposed to standby) Letters of Credit without its consent or (y) issue any Letter of Credit in an amount in excess of its Revolving Percentage of the L/C Commitment.
(b) The Issuing Lenders shall not at any time be obligated to issue a any Letter of Credit that expires beyond the non-extended Termination Date.
if (ci) Notwithstanding anything to the contrary in Subsection 3.1(b)such issuance would conflict with, if the Borrower Representative so requests in or cause any Issuing Lender or any L/C RequestParticipant to exceed any limits imposed by, any applicable Requirement of Law or one or more policies of such Issuing Lender instituted in good faith now or hereafter in effect and applicable to letters of credit generally 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 the applicable Issuing Lender may, (in its sole and absolute discretion, agree ) with the Borrower or such Lender to issue a eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period then proposed to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, issued or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial all other L/C. The ISP shall not C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in any event apply to this Agreementits sole discretion.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit L/C Tranche Lenders set forth in Subsection Section 3.4(a), agrees to continue issue letters of credit and bank guarantees (each a “Letter of Credit”) under this Agreement the L/C Tranche Facility for the account of the Borrowers the Existing Letters a Loan Party or a Subsidiary of Credit issued by it and to issue letters of credit a Loan Party (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of CreditApplicable Account Party”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date of such Issuing Lender in such form as may be approved from time reasonable and customary for the purpose thereof; provided, that (i) 509265-1725-11432-13209999 no Applicable Account Party shall request, and no Issuing Lender shall be required to time by the Issuing Lender; provided that no issue, any Letter of Credit shall be issued 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 aggregate Extensions Dollar Equivalent of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate then Outstanding Credit Amount of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s 's L/C 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 Company shall be jointly and severally liable with respect to each Letter of Credit Sublimit or issued for the account of an Applicable Account Party (y) in other than the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Company). Each Letter of Credit shall (x) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital Optional Currency and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (iiy) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) the date that is one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of CreditCredit and (B) by giving five Business Days prior notice to the beneficiary 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 not later than a day for additional one-year or shorter periods (which shall in each such twelve-month period no event extend beyond the date referred to be agreed upon at in foregoing clause (B), unless and to the time extent that such Letter of Credit is issued. Unless otherwise directed by Collateralized for the applicable Issuing Lender, period following such date at 100% of the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal undrawn and unexpired amount of such Letter of Credit at any time if requested by the relevant Issuing Lender) or (2) continue past such date referred to an extended expiry date not later than in the earlier of foregoing clause (iB) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided extent that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under is Collateralized for the terms hereof (by reason period following such date at 100% of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance undrawn and unexpired amount of such Letter of Credit would violate Subsection 3.1.
(d) Each if requested by the relevant Issuing Lender. Any such Collateralization of a Letter of Credit issued provided by an Issuing Lender 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 deemed to constitute a utilization of the Commitments, terminated and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by applied to satisfy L/C Obligations) released to such lawsLoan Party or Applicable Account Party, as applicable, as soon as practicable after the ISP shall apply to each standby expiration or other termination of such Letter of Credit and the Uniform Customs reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall apply be released to each Commercial 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 at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Revolving Credit Agreement (General Motors Financial Company, Inc.)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for issue standby letters of credit and, to the account of the Borrowers the Existing Letters of Credit issued by it and to issue extent available from such Issuing Lender, commercial letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during from the Commitment Period but in no event later than Effective Date until the fifth (5th) day prior to the Extending Revolving Credit Termination Date in such form as may be approved from time to time by the such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the L/C Obligations in respect aggregate amount of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Available Revolving Credit Lenders Commitments would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date which is five Business Day Days prior to the Extending Revolving Credit Termination Date; provided that, notwithstanding that any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the non-extended Termination Datedate referred to in clause (y) above).
(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the L/C Obligations then outstanding (in each case exclusive of Payment Amounts which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed (x) the L/C Commitment and (y) when added to the aggregate outstanding principal amount of all Revolving Credit Loans and all Swing Line Loans then outstanding, the Total Revolving Credit Commitment; and (ii) no Extending Letter of Credit shall be issued the Stated Amount of which, when added to the sum of (I) the Aggregate Extending Percentage of L/C Obligations then outstanding (exclusive of (A) Extending L/C Obligations then outstanding and (B) Payment Amounts relating to Extending Letters of Credit which are repaid on the date of, and prior to the issuance of, the respective Extending Letter of Credit), (II) the aggregate amount of Extending L/C Obligations then outstanding (exclusive of Payment Amounts which are repaid on the date of, and prior to the issuance of, the respective Extending Letter of Credit), (III) the Aggregate Extending Percentage of the aggregate outstanding principal amount of all Swing Line Loans then outstanding and (IV) the aggregate outstanding principal amount of all Extending Revolving Credit Loans, would exceed the Total Extending Revolving Credit Commitment.
(c) Notwithstanding anything It is acknowledged and agreed that with respect to each of the Letters of Credit which were issued under this Agreement prior to the contrary in Subsection 3.1(bFourth Amendment Effective Date and which remain outstanding on the Fourth Amendment Effective Date, from and after the Fourth Amendment Effective Date, with respect to all such Letters of Credit and any related Payment Amount there shall be an automatic adjustment to the participations held by each Lender thereunder pursuant to this Section 3.1(c), if so that the Borrower Representative so requests in any L/C Request, undivided participation and interest of the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once Lenders 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit and any related Payment Amount is issued. Unless otherwise directed by divided ratably between the applicable Issuing Non-Extending Revolving Credit Commitments and the Extending Revolving Credit Commitments, and among Lenders with Non-Extending Revolving Credit Commitments ratably in proportion to each such Lender, the applicable Borrower shall not be required ’s Non-Extending Revolving Credit Percentage and among Lenders with Extending Revolving Credit Commitments ratably in proportion to make a specific request to each such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Lender’s Extending Revolving Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1Percentage.
(d) Each No Issuing Lender shall at any time be obligated to issue any Letter of Credit issued by an hereunder if such issuance would conflict with, or cause such Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed L/C Participant to exceed any limits imposed by, and shall be construed in accordance with, the laws any applicable Requirement of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this AgreementLaw.”
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection subsection 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that no the Issuing Lender shall not have any obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the L/C Obligations in respect aggregate amount of Letters of the Available Revolving Credit Commitments would exceed $300,000,000 be less than zero or (iii) the Aggregate Outstanding aggregate principal amount of L/C Obligations, Revolving Credit of all Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Lenders would exceed Commitments at such time. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the Commitments earlier of all (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Scheduled Revolving Credit Lenders then in effect; providedTermination Date, further, provided that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if with a one-year term may provide for the renewal thereof for additional one-year periods (x) after giving effect thereto, which shall in no event extend beyond the aggregate L/C Obligations date referred to in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or clause (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.above).
(b) Each Letter of Credit shall be denominated in Dollars and shall be either (i) a standby letter of credit issued subject to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender Uniform Customs and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 extent not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance withinconsistent therewith, the laws of the State of New York, and .
(c) The Issuing Lender shall not at any time be obligated to the extent not prohibited by such laws, the ISP shall apply to each standby issue any Letter of Credit and hereunder if such issuance would conflict with, or cause the Uniform Customs shall apply to each Commercial Issuing Lender or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (CSC Parent Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) during the Availability Period for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that no the Issuing Lender shall not issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Total Revolving Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit Line Cap, subject to the authority of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but mayAdministrative Agent, in its sole discretion) issue, renew, amend or extend any Letter to make Protective Advances pursuant to the terms of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Section 2.3. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance (or such longer period as agreed to by the applicable Issuing Lender in its sole discretion) and (By) the fifth (5th) date that is five Business Day Days prior to the Revolving Termination Date; , provided thatthat 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 unless such Letter of Credit has been cash collateralized or other arrangements backstopping such Letter of Credit have been made, notwithstanding in each case, reasonably satisfactory to the Issuing Lender). No more than 20 Letters of Credit shall be outstanding at any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no time.
(b) The Issuing Lender shall not at any time be obligated to issue a any Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would (i) result in such Issuing Lender’s L/C Obligations exceeding such Lender’s L/C Commitment, (ii) violate Subsection 3.1.
one or more policies of the Issuing Lender applicable to letters of credit generally or (diii) Each conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Lender issue Letters of Credit in excess of such Issuing ▇▇▇▇▇▇’s L/C Commitment in effect at the time of such request, and each Issuing ▇▇▇▇▇▇ agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Lender in excess of its L/C Commitment then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not affect the L/C Commitment of any other Issuing Bank.
(c) The parties hereto agree that the Existing Letters of Credit shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required all purposes under this Agreement, without any further action by the applicable Borrower, the Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary Lender or any Related Corporationother Person.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(asubsection 4.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue standby letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that an Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the L/C Obligations in respect of Letters such Issuing Lender’s Revolving Extensions of Credit would shall exceed $300,000,000 its Revolving Credit Commitment or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders Outstandings would exceed the Commitments of all the Aggregate Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Commitments. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) date that is one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, all the Lenders shall be deemed to have authorized (but may not require) approved the applicable Issuing Lender to permit the renewal expiry date of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue or such Letter of Credit shall have been cash collateralized in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant a manner acceptable to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter Issuing Lender. The Existing Letters of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall will be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued on the Closing Date for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporationall purposes hereunder.
(eb) Unless otherwise agreed by the applicable No Issuing Lender and the Parent Borrower, each shall at any time be obligated to issue any Letter of Credit shall be governed if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, and shall be construed in accordance with, the laws any applicable Requirement of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this AgreementLaw.
Appears in 1 contract
Sources: Credit Agreement (Henry Schein Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for issue at the account request of the Borrowers the Existing Letters of Credit issued by it and to issue Borrower letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the each a “Letters Letter of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation Group Member on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the such Issuing Lender; provided that no Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1Borrower shall not request, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that and no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if after giving effect to such issuance (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), (A) the sum of (x) after giving effect thereto, 105% of the aggregate LDollar Equivalent of Letters of Credit denominated in OptionalL/C Obligations in respect 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 OptionalL/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 OptionalL/C Foreign Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in OptionalL/C Foreign Currencies would exceed the L/C Sublimit then in effect, or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in OptionalL/C Foreign Currencies plus (y) the then Outstanding Aamount of the Extensions of Credit other than Letters of Credit denominated in OptionalL/C Foreign Currencies would exceed the lesser of (AI) the Total Commitments then in effect and (BII) the Borrowing Base and (ii) the Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit Sublimit or (y) in issued for the case account of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) any other Group Member. Each Letter of Credit shall (x) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiariesor, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise if agreed by the applicable Issuing Lender andLender, in the case of clause any OptionalL/C Foreign Currency and (By) below, the Administrative Agent, expire no later than the earlier of (A) the date that is one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of CreditCredit and (B) by giving thirty (30) days prior notice to the beneficiary Termination Date then in effect; provided, that any Letter of Credit with a one-year tenor may provide for the subsequent or successive renewal or automatic renewal thereof not 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 a day thirty (30) days prior to the Termination Date then in each such twelve-month period to be agreed upon at effect); provided that the time Borrower shall not request the issuance of any such Letter of Credit is issued. Unless otherwise directed by if the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to aggregate face amount of all such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter Letters of Credit at any time to an extended expiry date not later than the earlier of (i) one year from outstanding on the date of such renewal request and (ii) the fifth (5th) Business Day prior giving effect to the Termination Date; provided that such proposed issuance would exceed the Dollar Equivalent of $10,000,000.
(b) An Issuing Lender shall not permit at any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time be obligated to issue such any Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise)if such issuance would conflict with, or (y) it has received notice on cause the Issuing Lender or before the day that is two Business Days before the date which has been agreed upon pursuant any L/C Participant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that exceed any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agentlimits imposed by, any Lender or Borrower that one or more applicable Requirement of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1Law.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for issue standby and, if agreed to by the account of the Borrowers the Existing Letters of Credit issued by it and to issue applicable Issuing Lender, commercial letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Letter of Credit Commitment Period but in no event later than (provided, that until the fifth (5th) day prior Total Term Loan Extensions of Credit equals the Total Term Loan Commitments, Letters of Credit shall not be available to the Termination Date Borrower hereunder) 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the L/C Obligations in respect aggregate amount of Letters the Available Revolving Credit Commitments would be less than zero, (iii) if such issuance is prior to the Debt Service Availability Date, the Total Revolving Extensions of Credit would exceed $300,000,000 or (iii) an amount equal to the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if difference between (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Total Revolving Credit issued by Commitments at such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or time and (y) $31,509,475 (or, during such times as the conditions set forth in Section 3.3.22 of the case of Barclays and Deutsche Bank AG New York BranchDisbursement Agreement have not been satisfied or waived, $36,509,475), (iv) if such Letter issuance is during the Additional Completion Period, the Total Revolving Extensions of Credit would exceed an amount equal to the difference between (x) the Total Revolving Credit Commitments at such time and (y) $3,000,000 (or, during such times as the conditions set forth in Section 3.3.22 of the Disbursement Agreement have not been satisfied or waived, $8,000,000) or (v) if such issuance is a Commercial L/C.
during such times as the conditions set forth in Section 3.3.22 of the Disbursement Agreement have not been satisfied or waived, the Total Revolving Extensions of Credit would exceed an amount equal to the difference between (bx) the Total Revolving Credit Commitments at such time and (y) $5,000,000. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) the date which is one year after its the date of issuance and (By) the fifth (5th) date which is five Business Day Days prior to the Scheduled Revolving Credit Termination Date; , provided that, notwithstanding that any Letter of Credit may provide for the extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, expiry date thereof for additional one-year periods (which shall in no Issuing Lender shall be obligated to issue a Letter of Credit that expires event extend beyond the non-extended Termination Date.
(c) Notwithstanding anything date referred to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or subsection (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (cabove), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Wynn Resorts LTD)
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the L/C Obligations in respect aggregate amount of Letters of Credit the Available Revolving Commitments would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date that is five Business Day Days prior to the Revolving Termination Date; , provided that, notwithstanding that any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the non-extended Termination Date.
(c) Notwithstanding anything date referred to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or clause (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (cabove), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) . Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and issued to support obligations of Company incurred in the ordinary course of its business. It shall be construed in accordance with, a condition precedent to the laws obligation of the State of New York, and Issuing Lender to the extent not prohibited by such laws, the ISP shall apply to issue each standby Letter of Credit that the Lease/Purchase Documents shall have been amended, if necessary, to (i) provide a method for the Company to utilize such Letter of Credit,(ii) ensure that the Borrower will remain in compliance with Section 7.1(e), and (iii) make such other changes (including, without limitation, to provide for the Uniform Customs funding of cash collateral upon the occurrence of an Event of Default as and when required by Section 8 hereof), in each case in a manner acceptable to the Administrative Agent.
(b) The Issuing Lender shall apply not at any time be obligated to each Commercial issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the L/C Obligations in respect aggregate amount of Letters of Credit the Available Revolving Commitments would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) have a commercial letter term until expiry (or, if such Letter of credit in respect of Credit contemplates time drafts, a term through the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (Bmaximum time draft period) below, the Administrative Agent, expire ending no later than the earlier of (Ax) one year after the first anniversary of its date of issuance (except with the consent of the Majority Facility Lenders in respect of the Revolving Facility) and (By) the fifth (5th) date that is five Business Day Days prior to the Scheduled Revolving Termination Date; , provided thatthat any Letter of Credit may provide for the renewal thereof, notwithstanding any extension with or without notice from the Issuing Lender, for successive periods of up to one year each (which shall in no event extend beyond the Termination Date pursuant date referred to Subsection 2.8, unless otherwise agreed, no in clause (y) above).
(b) The Issuing Lender shall not at any time be obligated to issue a any Letter of Credit that expires beyond hereunder if such issuance would conflict with, or cause the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in Issuing Lender or any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree Participant to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that exceed any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agentlimits imposed by, any Lender or Borrower that one or more applicable Requirement of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1Law.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Oci Holdings Inc)
L/C Commitment. (a) (i) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders L/C Participants set forth in Subsection 3.4(aSection 2.3(e), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day 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 shall be issued ifto the extent that, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii1) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the L/C Commitment, (2) the Issuing Lender’s L/C Obligations then outstanding would exceed the L/C Sublimit of such Issuing Lender or (3) the aggregate amount of the Available Commitments of all the Revolving Credit Lenders then in effectwould be less than zero; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter on the date of Credit if (x) after giving effect theretothe Spin-Off, the aggregate L/C Obligations in respect of Borrower shall have assumed from Parent the Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays listed on Schedule 2.3 hereto and Deutsche Bank AG New York Branch, each such Letter of Credit is shall be considered a Commercial L/C.
(b) Letter of Credit issued pursuant to the terms of this Agreement. Each Letter of Credit shall (1) be denominated in Dollars and shall be either (i2) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date that is five Business Day Days prior to the Termination Maturity Date; , provided that, notwithstanding that any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the non-extended Termination Date.
date referred to in clause (cy) Notwithstanding anything to the contrary in Subsection 3.1(babove), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by specified, all references herein to the applicable Issuing Lender, the applicable Borrower shall not be required to make amount of a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time shall be deemed to an extended expiry date not later than mean the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance maximum face amount of such Letter of Credit would violate Subsection 3.1.
(d) Each after giving effect to all increases thereof contemplated by such Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of or the CommitmentsApplication therefor, and shall be participated whether or not such maximum face amount is in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporationeffect at such time.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Gannett Co., Inc.)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(asubsection 4.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue standby letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable theany Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that an Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the L/C Obligations in respect of Letters such Issuing Lender’s Aggregate Revolving Extensions of Credit would Outstandings shall exceed $300,000,000 its Revolving Credit Commitment or (iii) the Aggregate Outstanding Revolving Credit Outstandings of all the Revolving Credit Lenders would exceed the Commitments of all the Aggregate Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Commitments. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) date that is one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, all the Lenders shall be deemed to have authorized (but may not require) approved the applicable Issuing Lender to permit the renewal expiry date of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue or such Letter of Credit shall have been cash collateralized in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant a manner acceptable to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter Issuing Lender. The Existing Letters of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall will be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued on the Closing Date for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporationall purposes hereunder.
(eb) Unless otherwise agreed by the applicable No Issuing Lender and the Parent Borrower, each shall at any time be obligated to issue any Letter of Credit shall be governed if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, and shall be construed in accordance with, the laws any applicable Requirement of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this AgreementLaw.
Appears in 1 contract
Sources: Credit Agreement (Henry Schein Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders L/C Participants set forth in Subsection 3.4(aSection 2.20(d), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Five-Year Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall have an obligation to issue any Letter of Credit shall be issued ifto the extent that, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect Commitments of all Issuing Lenders, (ii) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by an Issuing Lender at such time plus (y) the unreimbursed portion of any payment made by such Issuing Lender under a Letter of Credit would exceed such Issuing Lender’s Letter of Credit Sublimit L/C Commitment or (yiii) in the case aggregate amount of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) the Five-Year Available Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date that is five Business Day Days prior to the 2023 Extended Termination Date; , provided that, notwithstanding that any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the non-extended Termination Date.
date referred to in clause (cy) Notwithstanding anything to the contrary in Subsection 3.1(babove), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by specified, all references herein to the applicable Issuing Lender, the applicable Borrower shall not be required to make amount of a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time shall be deemed to an extended expiry date mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Application therefore, whether or not later than the earlier such maximum face amount is in effect at such time. No Issuing Lender shall have any obligation hereunder to issue commercial letters of credit.
(i) one year from the date The Issuing Lenders shall not at any time be obligated to issue any Letter of such renewal and (ii) the fifth (5th) Business Day prior Credit to the Termination Date; provided extent (a) that such issuance would conflict with, or cause any Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (b) any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over an Issuing Lender shall prohibit, or request that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue refrain from, the issuance of letters of credit generally or such Letter of Credit in its renewed form under particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the terms hereof (by reason of Issuing Lender is not otherwise compensated hereunder) not in effect on the provisions of Subsection 3.2(c) or otherwise)Amendment and Restatement Effective Date, or (y) shall impose upon an Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment and Restatement Effective Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1one or more policies of an Issuing Lender applicable to letters of credit generally.
(dii) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation[Reserved].
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Competitive Advance and Revolving Credit Agreement (Tegna Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or for the account of Holdings or any of its Restricted Subsidiaries (if required by the applicable Issuing Lender, so long as in which case the Borrower Representativeand Holdings or such Restricted Subsidiary, on account of the Borrowersas applicable, is a shall be co-applicant and jointly and severally liable thereunderapplicants with respect to such Letter of Credit) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than period commencing on the fifth Closing Date and ending on the date that is five (5th5) day Business Days prior to the Revolving Termination Date in such form as may be reasonably approved from time to time by the such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) 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 Obligations in pursuant to Section 2.27(a)(iv) or the delivery of Cash Collateral, satisfactory to such Issuing Lender with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.27(a)(iv)) with respect of Letters to such Lender arising from either the Letter of Credit would exceed $300,000,000 then proposed to be issued or such Letter of Credit and 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, (iii) the Aggregate Outstanding Credit aggregate amount of all the Available Revolving Credit Lenders Commitments would exceed be less than zero or (iv) the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate outstanding L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter $8,750,000 less one-quarter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial Outstanding L/C.
C Obligations in respect of Existing Letters of Credit. The letters of credit issued, or deemed to be issued, pursuant to the Closing Date Indebtedness and set forth on Schedule 3.1(a) hereof (bthe “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Effective Date for all purposes of the Loan Documents. Each Letter of Credit shall be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance unless otherwise agreed by the Issuing Lender in its sole discretion and (By) the fifth (5th) date that is five Business Day Days prior to the Revolving Termination Date; provided that, notwithstanding any extension of if requested by the Termination Date pursuant Borrower and acceptable to Subsection 2.8the applicable Issuing Lender, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires 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 non-extended Termination Date.
date referred to in clause (cy) Notwithstanding anything above (unless, at least five Business Days prior to the contrary in Subsection 3.1(b)then current expiry date, if the Borrower Representative so requests in any shall Cash Collateralize the L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree Obligations with respect to issue a such Letter of Credit that has automatic renewal provisions (each, in an “Auto-Renewal L/C”amount not less than the Minimum Collateral Amount applicable to such Letter of Credit)); provided provided, however, that (A) any such Auto-Renewal L/C must Letter of Credit shall permit the applicable such Issuing Lender to prevent any such renewal 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 at least 30 days (the “Nonrenewal 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 applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal issued and (iiB) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day date that is two seven Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) Nonrenewal Notice Date from the Administrative Agent that any Lender directly affected thereby has the Majority Facility Lenders in respect of the Revolving Facility have elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) renewal. Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws a standby letter of credit backing a performance or monetary obligation of the State Borrower or any of New York, and its Subsidiaries (each a “Standby Letter of Credit”).
(b) No Issuing Lender shall at any time be obligated to the extent not prohibited by such laws, the ISP shall apply to each standby issue any Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in if such issuance would conflict with any event apply to this Agreementapplicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Sublimit, (ii) the L/C Obligations in aggregate amount of the Available Revolving Commitments would be less than zero, (provided that, this clause (ii) shall not be a condition precedent with respect to the issuance of Letters any Letter of Credit would exceed $300,000,000 to the extent that such Letter of Credit is Cash Collateralized concurrently with the issuance thereof in an amount not less than the Minimum Collateral Amount) or (iii) the Aggregate Outstanding Credit outstanding amount of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such the applicable Issuing Lender (determined for such purpose without giving effect to the participations therein of the L/C Participants pursuant to Section 3.4) would exceed such Issuing Lender’s L/C Commitment (unless such Issuing Lender has consented thereto) or (iv) after the occurrence and during the continuance of a Partial Trigger Event if after giving effect to such Letter of Credit, the Total Revolving Extensions of Credit would exceed $100,000,000 (provided that, this clause (iv) shall not be a condition precedent with respect to the issuance of any Letter of Credit Sublimit or (y) in to the case of Barclays and Deutsche Bank AG New York Branch, extent that such Letter of Credit is a Commercial L/C.
(b) Cash Collateralized concurrently with the issuance thereof in an amount not less than the Minimum Collateral Amount). Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth date that is five (5th5) Business Day Days prior to the Revolving Termination Date; , provided thatthat 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, notwithstanding any extension except to the extent that the Issuing Lender has approved of such expiration date and the Termination Date outstanding amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or backstopped pursuant to Subsection 2.8, unless otherwise agreed, no arrangements reasonably satisfactory to the Issuing Lender).
(b) The Issuing Lender shall not at any time be obligated to issue a any Letter of Credit that expires beyond if (i) such issuance would conflict with, or cause the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in Issuing Lender or any L/C RequestParticipant to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Lender mayhas entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole and absolute discretion, agree ) with the Borrower or such Lender to issue a eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period then proposed to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, issued or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial all other L/C. The ISP shall not C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in any event apply to this Agreementits sole discretion.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Subsection 2.1Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the 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). Upon satisfaction of all conditions precedent to the initial Loan hereunder, without any further action on the part of the Borrower, the Issuing Lender, the Administrative Agent or any L/C Participant, (i) each of the letters of credit listed on Schedule 3.1 hereto (the "Existing L/Cs") previously issued for the account of the Borrower shall be deemed for all purposes of this Agreement to be issued hereunder, (ii) each application and agreement for letter of credit pursuant to which each Existing L/C was issued shall be deemed for all purposes of this Agreement to be an Application, and (iii) all of the Borrower's indebtedness and liabilities to ▇▇▇▇▇▇ Trust and Savings Bank with respect to the Existing L/C shall be deemed to be L/C Obligations in respect of Letters the Borrower for all purposes of Credit would exceed $300,000,000 or (iii) this Agreement and the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.other Loan Documents.
(b) Each Letter of Credit shall be denominated in Dollars and shall be either (i) a standby letter of credit issued subject to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender Uniform Customs and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 extent not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance withinconsistent therewith, the laws of the State of New York, and .
(c) The Issuing Lender shall not at any time be obligated to the extent not prohibited by such laws, the ISP shall apply to each standby issue any Letter of Credit and hereunder if such issuance would conflict with, or cause the Uniform Customs shall apply to each Commercial Issuing Lender or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Restructuring Credit Agreement (Imperial Sugar Co /New/)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the a Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Restricted Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that no Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 30,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C..
(b) Each Letter of Credit shall be denominated in Dollars or Canadian Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted SubsidiariesSubsidiaries (including, or any Related Corporationfor the avoidance of doubt, the OpCo Borrower), contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, Borrower or its Restricted Subsidiaries or any Related CorporationSubsidiaries, and for general corporate purposes, of the Parent Borrower, Borrower or any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”)Subsidiaries, or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, Borrower or any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”)Subsidiaries, and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve12-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 in each such twelve12-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the then-current expiration date at the time of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not have no obligation to permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, Agent or any Lender or Borrower that one or more of the applicable conditions specified in Section 6 Subsection 6.2 are not then satisfied, or that the issuance of such Letter of Credit would violate this Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the a Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related CorporationSubsidiary.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent BorrowerBorrower Representative, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. commercial Letter of Credit. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue standby letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during from the Commitment Period Closing Date through but in no event later than the fifth (5th) day prior to not including the 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, (iia) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 Commitment or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) the Available Commitment of any Lender. Each Letter of Credit shall (i) be denominated in Dollars and shall in a minimum amount of $1,000,000, (ii) be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, incurred in the case ordinary course of clause business, (Biii) belowexpire on a date satisfactory to the Issuing Lender, the Administrative Agent, expire which date shall be no later than the earlier of (A) one year after its date of issuance Termination Date and (Biv) the fifth (5th) Business Day prior be subject to the Termination Date; provided thatUniform Customs and/or ISPA98, notwithstanding any extension of as applicable, in the Termination Date pursuant to Subsection 2.8Issuing Lender's sole discretion and, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 extent not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance withinconsistent therewith, the laws of the State of New York, and North Carolina. The Issuing Lender shall not at any time be obligated to the extent not prohibited by such laws, the ISP shall apply to each standby issue any Letter of Credit and hereunder if such issuance would conflict with, or cause the Uniform Customs shall apply to each Commercial Issuing Lender or any L/C. The ISP 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 not in also include extensions or modifications of any event apply to this Agreementexisting Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (Hickory Tech Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders L/C Participants set forth in Subsection 3.4(aSection 2.20(d), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Five-Year Commitment Period but in no event later than the fifth (5th) day 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 shall be issued ifto the extent that, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the L/C Obligations in respect aggregate amount of Letters of Credit the Five-Year Available Commitments would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date that is five Business Day Days prior to the 2020 Extended Termination Date; , provided that, notwithstanding that any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the non-extended Termination Date.
date referred to in clause (cy) Notwithstanding anything to the contrary in Subsection 3.1(babove), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by specified, all references herein to the applicable Issuing Lender, the applicable Borrower shall not be required to make amount of a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time shall be deemed to an extended expiry date mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Application therefore, whether or not later than the earlier of such maximum face amount is in effect at such time.
(i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such The Issuing Lender shall not permit at any time be obligated to issue any Letter of Credit to the extent (a) that such renewal if (x) such issuance would conflict with, or cause the Issuing Lender has determined or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (b) 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 it would have no obligation at such time to issue the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in its renewed form under particular or shall impose upon the terms hereof Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (by reason of for which the provisions of Subsection 3.2(cIssuing Lender is not otherwise compensated hereunder) or otherwise)not in effect on the Amendment and Restatement Effective Date, or (y) shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment and Restatement Effective Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1one or more policies of the Issuing Lender applicable to letters of credit generally.
(dii) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation[Reserved].
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Competitive Advance and Revolving Credit Agreement (Tegna Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue issue (or cause its Applicable Lending Office to issue) letters of credit and, with the consent of such Issuing Lender, letters of guarantee (each a “Letter of Credit”) under this Agreement the Domestic Facility for the account of the Borrowers the Existing Letters a Loan Party or a Subsidiary of Credit issued by it and to issue letters of credit a Loan Party (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of CreditApplicable Account Party”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date of such Issuing Lender in such form as may be approved from time reasonable and customary for the purpose thereof; provided, that (i) no Applicable Account Party shall request, and no Issuing Lender shall be required to time by the Issuing Lender; provided that no issue (or cause its Applicable Lending Office to issue), any Letter of Credit shall be issued 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 aggregate Extensions Dollar Equivalent of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate then Outstanding Credit Amount of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Sublimit then in effect or (C) 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 Domestic Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total Domestic Commitments then in effect and (ii) the Company shall be jointly and severally liable with respect to each Letter of Credit Sublimit or issued for the account of an Applicable Account Party (y) in other than the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Company). Each Letter of Credit shall (x) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital Optional Currency and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (iiy) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) the date that is one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of CreditCredit and (B) by giving five Business Days prior notice to the beneficiary 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 not later than a day for additional one-year or shorter periods (which shall in each such twelve-month period no event extend beyond the date referred to be agreed upon at in foregoing clause (B), unless and to the time extent that such Letter of Credit is issued. Unless otherwise directed by Collateralized for the applicable Issuing Lender, period following such date at 100% of the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal undrawn and unexpired amount of such Letter of Credit at any time if requested by the relevant Issuing Lender) or (2) continue past such date referred to an extended expiry date not later than in the earlier of foregoing clause (iB) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided extent that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under is Collateralized for the terms hereof (by reason period following such date at 100% of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance undrawn and unexpired amount of such Letter of Credit would violate Subsection 3.1.
(d) Each if requested by the relevant Issuing Lender; provided, further, that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit issued by an Issuing Lender shall be deemed to constitute may have a utilization tenor of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, longer than one year so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above). 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 governed by, terminated and shall be construed in accordance with, the laws of the State of New York, and (to the extent not prohibited by applied to satisfy L/C Obligations) released to such lawsLoan Party or Applicable Account Party, as applicable, as soon as practicable after the ISP shall apply to each standby expiration or other termination of such Letter of Credit and the Uniform Customs reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall apply be released to each Commercial 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 at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender (or any Applicable Lending Office thereof) or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: 5 Year Revolving Credit Agreement (General Motors Co)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(a), Bank agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue or amend letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing including Letters of Credit, collectively, the Credit payable by acceptance of a Time Draft as described in subsection 3.9) (“Letters of Credit”, which shall include the existing letters of credit specified on Schedule III which shall be continued and be deemed Letters of Credit issued and outstanding hereunder) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation Company on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may shall be approved from time reasonably acceptable to time by the such Issuing LenderBank; provided that no Letter of Credit shall be issued or amended if, after giving effect to such issuance, thereto (i) the aggregate Extensions amount of Credit to the Borrowers Revolving Exposures would exceed the applicable limitations set forth in Subsection 2.1aggregate amount of the Commitments, (ii) the aggregate US Dollar Equivalent Amount of the L/C Obligations would exceed $50,000,000, (iii) the aggregate US Dollar Equivalent Amount of the L/C Obligations attributable to Letters of Credit issued by any Issuing Bank would exceed the L/C Commitment of such Issuing Bank (unless such Issuing Bank shall have agreed to issue one or more Letters of Credit that would result in such an excess), (iv) the aggregate US Dollar Equivalent Amount of L/C Obligations in respect of Standby Letters of Credit would exceed $300,000,000 or 25,000,000, (iiiv) the Aggregate Outstanding Credit aggregate amount of all the Revolving Credit Lenders Available Foreign Currency Exposure would exceed the Commitments of all Available Foreign Currency Exposure Cap or (vi) in the Revolving Credit Lenders then event an Extension Permitted Amendment shall have become effective as provided in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect theretosubsection 2.15, the aggregate portion of the L/C Obligations in respect of attributable to Letters of Credit issued by expiring after the Maturity Date in effect prior to such Issuing Lender would Extension Permitted Amendment shall not exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is aggregate Commitments that have been extended to a Commercial L/C.
(b) Each Letter of Credit shall be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations date after the expiration date of the Parent Borrower or any last of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter such Letters of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Multi Currency Credit Agreement (Harman International Industries Inc /De/)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit L/C Tranche Lenders set forth in Subsection Section 3.4(a), agrees to continue issue letters of credit and bank guarantees (each a “Letter of Credit”) under this Agreement the L/C Tranche Facility for the account of the Borrowers the Existing Letters a Loan Party or a Subsidiary of Credit issued by it and to issue letters of credit a Loan Party (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of CreditApplicable Account Party”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date of such Issuing Lender in such form as may be approved from time reasonable and customary for the purpose thereof; provided, that (i) no Applicable Account Party shall request, and no Issuing Lender shall be required to time by the Issuing Lender; provided that no issue, any Letter of Credit shall be issued 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 aggregate Extensions Dollar Equivalent of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate then Outstanding Credit Amount of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s 's L/C 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 Company shall be jointly and severally liable with respect to each Letter of Credit Sublimit or issued for the account of an Applicable Account Party (y) in other than the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Company). Each Letter of Credit shall (x) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital Optional Currency and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (iiy) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) the date that is one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve509265-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto1725-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the 11432-13209999 issuance of such Letter of Credit would violate Subsection 3.1.
and (dB) Each five Business Days prior to the Termination Date of such Issuing Lender then in effect; provided, that any Letter of Credit issued by an Issuing Lender shall be deemed to constitute with a utilization of the Commitments, and shall be participated in one-year or shorter tenor may (as more fully described in the following Subsection 3.41) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued provide for the account of subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the applicable Borrower or date referred to in foregoing clause (if required by the applicable Issuing LenderB), so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, unless and 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) 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 (to the extent not prohibited by applied to satisfy L/C Obligations) released to such lawsLoan Party or Applicable Account Party, as applicable, as soon as practicable after the ISP shall apply to each standby expiration or other termination of such Letter of Credit and the Uniform Customs reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall apply be released to each Commercial 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 at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later other than the fifth last ten (5th10) day prior to the Termination Date Business Days thereof in such form as may be approved acceptable from time to time by to the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the L/C Obligations in respect Available Commitment of Letters of Credit any Lender would exceed $300,000,000 be less than zero or (iii) the sum of the Aggregate Outstanding Revolving Extensions of Credit of all the Revolving Credit Lenders would plus the aggregate principal amount of all outstanding Competitive Loans shall exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.Commitments.
(b) Each Letter of Credit (i) shall be denominated in Dollars and Dollars, (ii) shall be either available by sight payment (irather than by acceptance, by deferred payment or by negotiation), (iii) shall be a standby letter of credit issued to support obligations of the Parent Borrower or any of and its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, incurred in the case ordinary course of clause business and (Biv) below, the Administrative Agent, shall expire no later than the earlier of ten (A) one year after its date of issuance and (B) the fifth (5th10) Business Day Days prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed bysubject to the Uniform Customs or the ISP and, and shall be construed in accordance withto the extent not inconsistent therewith, the laws of the State of New York, and .
(d) The Issuing Lender shall not at any time be obligated to the extent not prohibited by such laws, the ISP shall apply to each standby issue any Letter of Credit and hereunder if such issuance would conflict with, or cause the Uniform Customs shall apply to each Commercial Issuing Lender or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Kimco Realty Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders L/C Participants set forth in Subsection 3.4(aSection 2.20(d), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Five-Year Commitment Period but in no event later than the fifth (5th) day 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 shall be issued ifto the extent that, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the L/C Obligations in respect aggregate amount of Letters of Credit the Five-Year Available Commitments would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date that is five Business Day Days prior to the 2020 Extended Termination Date; , provided that, notwithstanding that any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the non-extended Termination Date.
date referred to in clause (cy) Notwithstanding anything to the contrary in Subsection 3.1(babove), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by specified, all references herein to the applicable Issuing Lender, the applicable Borrower shall not be required to make amount of a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time shall be deemed to an extended expiry date mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Application therefore, whether or not later than the earlier of such maximum face amount is in effect at such time.
(i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such The Issuing Lender shall not permit at any time be obligated to issue any Letter of Credit to the extent (a) that such renewal if (x) such issuance would conflict with, or cause the Issuing Lender has determined or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (b) 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 it would have no obligation at such time to issue the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in its renewed form under particular or shall impose upon the terms hereof Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (by reason of for which the provisions of Subsection 3.2(cIssuing Lender is not otherwise compensated hereunder) or otherwise)not in effect on the Amendment and Restatement Effective Date, or (y) shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment and Restatement Effective Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1one or more policies of the Issuing Lender applicable to letters of credit generally.
(dii) Each Letter Pursuant to the Eighth Amendment, the Existing Letters of Credit issued by an Issuing Lender shall listed on Schedule 1.1C will automatically, without any further action on the part of any Person, be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued on the Eighth Amendment Effective Date for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related CorporationBorrower.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Competitive Advance and Revolving Credit Agreement (Tegna Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(a), Lender agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by or, with the consent of the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunderany Group Member) any Subsidiary or any Related Corporation on any Business Day during the Commitment Letter of Credit Availability Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may reasonably 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Exposure would exceed the applicable limitations set forth in Subsection 2.1Total L/C Commitments at such time or the Available Revolving Commitments would be less than zero at such time, or (ii) an Overadvance would exist at such time. Except as otherwise agreed by the L/C Obligations Issuing Lender and the Administrative Agent in respect of Letters their sole discretion, each Letter of Credit would exceed $300,000,000 or shall expire no later than the earlier of (iiix) the Aggregate Outstanding first anniversary of its date of issuance and (y) the Letter of Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; providedMaturity Date, further, provided that no Issuing Lender shall be required to (but may, in its sole discretioni) issue, renew, amend or extend any Letter of Credit if may provide for the renewal thereof for additional one-year periods (x) after giving effect theretowhich, except as otherwise agreed by the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such and the Administrative Agent in their sole discretion, shall in no event extend beyond the date referred to in clause (y) above) and (ii) in the event that the Issuing Lender’s Lender and the Administrative Agent agree to issue a Letter of Credit Sublimit or (y) in with an expiration date that is after the case Letter of Barclays and Deutsche Bank AG New York BranchCredit Maturity Date, such Letter of Credit is a Commercial shall be required to be Cash Collateralized on or prior to the Letter of Credit Maturity Date in an amount equal to 105% of the L/C.
(b) C Exposure attributable to such Letter of Credit in accordance with Section 3.10. Each Letter of Credit shall be denominated in Dollars and Dollars, or, in the sole discretion of the Issuing Lender with respect to any particular Letter of Credit, an alternative foreign currency. For purposes of this Agreement, the stated amount of any Letter of Credit issued in an alternative currency shall be either converted into Dollars from time to time by the Issuing Lender and upon any drawing under such Letter of Credit.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if:
(i) a standby letter of credit issued to support obligations of such issuance would conflict with, or cause the Parent Borrower Issuing Lender or any L/C Lender to exceed any limits imposed by any applicable Requirement of Law;
(ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its Restricted Subsidiariesterms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any Related Corporationlaw, contingent rule or otherwise, which finance or otherwise arise in connection with regulation applicable to the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries Issuing Lender or any Related Corporationrequest, 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 for general corporate purposes, which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) subject to the provisions of Section 1.5 to the Parent Borrower, extent an LCA Election has been made with respect to any acquisition corresponding to the issuance of its Restricted Subsidiaries or any Related Corporation (a “Standby such Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) belowhas received written notice from any Lender, the Administrative AgentAgent or the Borrower, expire no later than the earlier of at least one (A) one year after its date of issuance and (B) the fifth (5th1) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the requested date of issuance issuance, amendment, renewal or reinstatement of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified contained in Section 6 are 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied);
(iv) any requested Letter of Credit is not in form and substance reasonably acceptable to the Issuing Lender, or that the issuance 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 would violate Subsection 3.1.contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(dvi) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (except as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender Administrative Agent and the Parent BorrowerIssuing Lender, each such Letter of Credit shall be governed byis in an initial face amount less than $25,000; or
(vii) any Lender is at that time a Defaulting Lender, and shall be construed in accordance withunless the Issuing Lender has entered into arrangements, including the laws delivery of the State of New YorkCash Collateral pursuant to Section 3.10, and satisfactory to the extent not prohibited by Issuing Lender (in its sole discretion) with the Borrower or such laws, Defaulting Lender to eliminate the ISP shall apply Issuing Lender’s actual or potential Fronting Exposure (after giving effect to each standby 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 the Uniform Customs shall apply to each Commercial all other L/C. The ISP shall not C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in any event apply to this Agreementits sole discretion.
Appears in 1 contract
L/C Commitment. (ai) Prior to the Closing Date, the Existing Issuing Bank has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder.
(ii) Subject to the terms and conditions hereofhereof (including satisfaction of the conditions precedent set forth in Sections 5.1 (on the Closing Date) and 5.2 (upon the issuance of each Letter of Credit)), each Issuing LenderBank, in reliance on the agreements of the other Revolving Credit Lenders Banks set forth in Subsection 3.4(aSection 2.5(d), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue standby letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or in support of obligations (if required by the applicable Issuing Lenderincluding performance, so long as bid and similar bonding obligations and credit enhancement) of the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation its Affiliates on any Business Day during on or after the Commitment Period but in no event later than the fifth (5th) day Closing Date and prior to the Termination Date in such form as may be approved from time to time by the such Issuing LenderBank; provided that no Issuing Bank shall issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (iiA) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the L/C Commitment or (B) the Total Outstanding Extensions of Credit then outstanding would exceed the Total Commitments of all the Revolving Credit Lenders then in effect; effect and provided, further, that no Issuing Lender neither JPMorgan Chase Bank, N.A. nor Bank of America, N.A. shall be required required, without the consent of such Issuing Bank, to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of issue Letters of Credit issued by in excess of $100,000,000 at any time outstanding for each such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.Bank.
(biii) Each Letter of Credit shall be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related CorporationAffiliates, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of Maturity Date.
(Aiv) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding No Issuing Bank shall at any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall time be obligated to issue a any Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b)hereunder if such issuance would conflict with, if the Borrower Representative so requests in or cause such Issuing Bank or any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree Participant to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that exceed any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to limits imposed on such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative AgentBank by, any Lender or Borrower that one or more applicable Requirement of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1Law.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue issue (or cause its Applicable Lending Office to issue) letters of credit and, with the consent of such Issuing Lender, letters of guarantee (each a “Letter of Credit”) under this Agreement the Domestic Facility for the account of the Borrowers the Existing Letters a Loan Party or a Subsidiary of Credit issued by it and to issue letters of credit a Loan Party (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of CreditApplicable Account Party”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date of such Issuing Lender in such form as may be approved from time reasonable and customary for the purpose thereof; provided, that (i) no Applicable Account Party shall request, and no Issuing Lender shall be required to time by the Issuing Lender; provided that no issue (or cause its Applicable Lending Office to issue), any Letter of Credit shall be issued 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 aggregate Extensions Dollar Equivalent of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate then Outstanding Credit Amount of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Sublimit then in effect, (C) the Total Consolidated GMF Exposure would exceed $3 billion or (D) 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 Domestic Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total Domestic Commitments then in effect and (ii) the Company shall be jointly and severally liable with respect to each Letter of Credit Sublimit or issued for the account of an Applicable Account Party (y) in other than the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Company). Each Letter of Credit shall (x) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital Optional Currency and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (iiy) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) the date that is one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of CreditCredit and (B) by giving five Business Days prior notice to the beneficiary 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 not later than a day for additional one-year or shorter periods (which shall in each such twelve-month period no event extend beyond the date referred to be agreed upon at in foregoing clause (B), unless and to the time extent that such Letter of Credit is issued. Unless otherwise directed by Collateralized for the applicable Issuing Lender, period following such date at 100% of the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal undrawn and unexpired amount of such Letter of Credit at any time if requested by the relevant Issuing Lender) or (2) continue past such date referred to an extended expiry date not later than in the earlier of foregoing clause (iB) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided extent that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under is Collateralized for the terms hereof (by reason period following such date at 100% of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance undrawn and unexpired amount of such Letter of Credit would violate Subsection 3.1.
(d) Each if requested by the relevant Issuing Lender; provided, further, that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit issued by an Issuing Lender shall be deemed to constitute may have a utilization tenor of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, longer than one year so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above). 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 governed by, terminated and shall be construed in accordance with, the laws of the State of New York, and (to the extent not prohibited by applied to satisfy L/C Obligations) released to such lawsLoan Party or Applicable Account Party, as applicable, as soon as practicable after the ISP shall apply to each standby expiration or other termination of such Letter of Credit and the Uniform Customs reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall apply be released to each Commercial 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 at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender (or any Applicable Lending Office thereof) or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: 5 Year Revolving Credit Agreement (General Motors Financial Company, Inc.)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Tranche 1 Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable relevant Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than before the fifth (5th) day Business Day prior to the Termination Date in such form as may be approved from time to time by the relevant Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the L/C Obligations in respect aggregate amount of Letters the Revolving Extensions of Credit of the Tranche 1 Lenders outstanding at such time would exceed $300,000,000 or the aggregate amount of Tranche 1 Revolving Commitments in effect at such time, (iii) the Aggregate Outstanding Total Revolving Extensions of Credit of all the Revolving Credit Lenders denominated in Canadian Dollars would exceed the Commitments Canadian Dollar Equivalent of all US$150,000,000 or (iv) the Total Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter Extensions of Credit if (x) after giving effect thereto, the aggregate L/C Obligations denominated in respect of Letters of Credit issued by such Issuing Lender Euros would exceed such Issuing Lender’s Letter the Euro Equivalent of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) US$200,000,000. Each Letter of Credit shall be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of be denominated, at the Parent Borrower relevant Borrower’s option, in US Dollars, Euros or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital Canadian Dollars and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date that is five Business Day Days prior to the Termination Date; provided that, notwithstanding any extension of the latest Termination Date pursuant under the Tranche 1 Revolving Commitments, provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to Subsection 2.8, unless otherwise agreed, no in clause (y) above).
(b) An Issuing Lender shall not at any time be obligated to issue a any Letter of Credit that expires beyond the non-extended Termination Dateif such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or contravene such Issuing Lender’s internal policies.
(c) Notwithstanding anything On the date on which a Change of Control shall occur, the relevant Borrower shall, with respect to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any outstanding L/C RequestObligations, the applicable Issuing Lender may, deposit in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Autonon-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) interest bearing account opened by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, an amount of cash equal to such outstanding L/C Obligations, which amount held in such account shall be held as collateral security for such Borrower’s Obligations with respect to the related Letters of Credit, and any Lender or Borrower that one or more remaining amounts in such account, after satisfaction of the applicable conditions specified all Obligations in Section 6 are not then satisfied, or that the issuance respect of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender L/C Obligations, shall be deemed returned to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporationsuch Borrower.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Domtar CORP)
L/C Commitment. (ai) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(a2.6(d)(i), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Closing Date pursuant to this Section 3, together with the Existing Letters of CreditSubsection 2.6, collectively, the “Letters of Credit”) for the account of the applicable any Borrower or any of the Parent Borrower’s other Restricted Subsidiaries (if required by the applicable Issuing Lender, so long as the a Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Initial Revolving Commitment Period Period, but in no event later than the fifth (5th) 30th day prior to the Termination Initial Revolving Maturity Date in such form as may be approved from time to time by the Issuing LenderBank; provided that (x) no Issuing Bank shall issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such all Issuing Lender Banks would exceed such Issuing Lender’s the L/C Commitment Amount or (ii) the Aggregate Outstanding Revolving Credit of all the Revolving Lenders would exceed the Revolving Commitments of all the Revolving Lenders then in effect and (y) a Letter of Credit Sublimit or shall be issued by the Issuing Bank, unless the L/C Obligations in respect of Letters of Credit issued by all Issuing Banks would exceed the L/C Commitment Amount after giving effect to the issuance of such Letter of Credit (it being understood and agreed that the Administrative Agent shall calculate the Euro Equivalent of the then outstanding Revolving Loans in any Designated Currency and the then outstanding L/C Obligations in respect of any Letters of Credit denominated in any Designated Currency on the date on which the Borrower Representative has given the Administrative Agent a Letter of Credit Request with respect to any Letter of Credit for purposes of determining compliance with this Subsection 2.6(a)(i)); provided further, that (1) with respect to each Issuing Bank other than Natixis, New York Branch, the Borrowers shall endeavor in good faith to ensure that Letters of Credit are, to the extent reasonably practicable, issued by such Issuing Banks (x) on a rotating basis and (y) in amounts such that the case aggregate L/C Obligations of Barclays and Deutsche each such Issuing Bank AG in respect of Letters of Credit issued by it as a percentage of all the aggregate L/C Obligations of the Issuing Banks other than Natixis, New York Branch, such Letter Branch in respect of all Letters of Credit issued by such Issuing Banks under this Agreement is a Commercial (as nearly as is reasonably practicable) not materially greater than each such Issuing Bank’s proportionate share of the L/C.
C Commitment Amount (bdetermined based on each such Issuing Bank having an equal share of the L/C Commitment Amount) unless any Issuing Bank agrees in writing to issue Letters of Credit in excess of its pro rata share or other applicable share, it being understood that no Default, Event of Default or requirement to cash collateralize L/C Obligations shall arise as a result of the aggregate L/C Obligations of any Issuing Bank being in excess of its pro rata or other applicable share and (2) Natixis, New York Branch hereby agrees, subject to the terms and conditions herein, to issue Letters of Credit in an amount such that the L/C Obligations in respect of Letters of Credit issued by it does not exceed €50,000,000. Each Letter of Credit shall (i) be denominated in Dollars Euro or a Designated Currency and shall be either (iA) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, Borrower and its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, incurred in the ordinary course of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation business (a “Standby Letter of Credit”), ) or (iiB) other than with respect to Credit Suisse AG, ING Capital LLC or Nomura International PLC. or any of their respective affiliates (unless agreed by such Person in its sole discretion) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, Borrower or any of its Restricted Subsidiaries or any Related Corporation in the ordinary course of business (a “Commercial L/CLetter of Credit”), ) and (ii) unless otherwise agreed by the applicable Issuing Lender andBank, in the case of clause (B) below, the Administrative Agent, expire no later mature not more than the earlier of (A) one year twelve months after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance (automatically renewable annually thereafter or for such longer period of such Letter of Credittime as may be agreed by the relevant Issuing Bank) by giving prior notice to the beneficiary thereof not and, in any event, no later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) five Business Day Days prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if Initial Revolving Maturity Date (x) such Issuing Lender has determined that it would have no obligation at such time except to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) extent cash collateralized or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon backstopped pursuant to arrangements reasonably acceptable to the proviso of the first sentence of this clause (crelevant Issuing Bank), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) . Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, Revolving Commitments and shall be participated in (as more fully described in the following Subsection 3.42.6(d)(i)) by the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(eii) Unless otherwise agreed by the applicable Issuing Lender Bank and the Parent BorrowerBorrower Representative, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, (x) the ISP or, if specified in the applicable Letter of Credit, Uniform Customs shall apply to each standby Standby Letter of Credit Credit, and (y) the Uniform Customs shall apply to each Commercial L/C. Letter of Credit. The ISP shall not in any event apply to this Agreement. In the event of any conflict between the terms of Uniform Customs and this Agreement, the terms of this Agreement shall prevail.
(iii) The Issuing Bank shall not at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Credit Lenders Committed Note Purchasers set forth in Subsection 3.4(a)Sections 2.08 and 2.09, agrees to continue under this Agreement for the account provide standby letters of the Borrowers the Existing credit, including Interest Reserve Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3each, together with the Existing Letters a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the applicable Borrower either or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account both of the Borrowers, is a coCo-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation Issuers on any Business Day during the Commitment Period but in no event later than period commencing on the fifth (5th) day Series 2024-1 Closing Date and ending on the date that is 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 that the L/C Provider shall have no obligation or right to provide any Letter of Credit shall be issued on a requested issuance date if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the L/C Obligations in respect of Letters of Credit Series 2024-1 Class A-1 Outstanding Principal Amount would exceed $300,000,000 the Series 2024-1 Class A-1 Notes Maximum Principal Amount or (iii) the Aggregate Series 2024-1 Class A-1 Outstanding Credit of all Principal Amount attributable to the Revolving Credit Lenders L/C Provider (in its capacity as Committed Note Purchaser and L/C Provider) would exceed its Commitment Amount (an “LC Commitment Excess”). Notwithstanding the Commitments of all the Revolving Credit Lenders then in effect; providedpreceding sentence, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any if a requested Letter of Credit if (x) after giving effect theretowould result in an LC Commitment Excess, the aggregate L/C Obligations in respect Investor Groups shall effectuate a reallocation of Letters of Credit issued by the Series 2024-1 Class A-1 Outstanding Principal Amounts to the extent necessary and permitted so that, immediately after such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such requested Letter of Credit is a Commercial L/C.
(b) issued, no LC Commitment Excess would exist; provided that the Co-Issuers shall not be liable for any Breakage Amounts resulting solely from any such reallocations. Each Letter of Credit shall (x) be denominated in Dollars and shall be either Dollars, (iy) have a standby letter face amount of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation at least $100,000 (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender andL/C Provider, in together with a reasonable administrative fee to be agreed upon by the case of clause Co-Issuers and the L/C Provider) and (Bz) below, the Administrative Agent, expire no later than the earlier of (A) one year after the first anniversary of its date of issuance and (B) the fifth date that is ten (5th10) Business Day Days prior to the Termination Date; provided that, notwithstanding any extension of the Commitment Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond (the non-extended Termination “Required Expiration Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal 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 must permit the applicable Issuing Lender to prevent any such renewal at least once in Provider notifies 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time least thirty (30) calendar days prior to an extended expiry the then-applicable expiration date not (or no later than the earlier applicable notice date, if earlier, as specified in such Letter of (iCredit) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender Letter of Credit shall not permit be renewed; provided, further, that any such renewal if Letter of Credit may have an expiration date that is 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 has determined Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that it 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 (B) 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 required to be withdrawn from the Senior Notes Interest Reserve Accounts or the Senior Subordinated Notes Interest Reserve Accounts, as applicable, pursuant to the Indenture; 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 applicable Senior Notes Interest Reserve Account or the applicable Senior Subordinated Notes Interest Reserve Account, as applicable, or such other Account, as permitted pursuant to the terms of the Indenture. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its renewed amended form under the terms hereof or (by reason 2) each beneficiary of 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, 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 Series 2024-1 Class A-1 L/C Notes, which the Co-Issuers shall deliver to the L/C Provider on the Series 2024-1 Closing Date; provided that, if such Series 2024-1 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 2024-1 Supplement. Such Series 2024-1 Class A-1 L/C Note is dated the Series 2024-1 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 2024-1 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 Subsection 3.2(cthe Indenture. Each issuance of a Letter of Credit after the Series 2024-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2024-1 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 2024-1 Class A-1 L/C Note and shall be deemed to be Series 2024-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction 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 2024-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2024-1 Class A-1 L/C Note and the expiration of any Letter of Credit or otherwisereimbursements 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 2024-1 Class A-1 L/C Note. 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) Each Co-Issuer (or both Co-Issuers) may (or shall cause the applicable Manager (or both Managers) on its (or 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), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant completed to the proviso satisfaction of the first sentence L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of this clause the L/C Issuing Bank. Notwithstanding the foregoing sentence, each letter of credit set forth on Schedule IV hereto shall be deemed a Letter of Credit provided and issued by the L/C Provider hereunder as of the Series 2024-1 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 (cwhich shall comply with Section 2.07(a) and (i)) and, (1) subject to the other conditions set forth herein and in the Series 2024-1 Supplement and upon receipt of written confirmation from the Administrative Agent that (based, with respect to any Lender directly affected thereby has elected not to permit such renewal or (2) from portion of the Series 2024-1 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 2024-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2024-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any Lender written statement, paper or Borrower that one document believed by it to be genuine and correct and to have been signed or more sent by the proper Person or Persons of the applicable conditions specified 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 6 are 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 applicable Co-Issuer (or the Co-Issuers). The L/C Provider shall furnish a copy of such Letter of Credit to the Managers and the Co-Issuers (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 pay to the L/C Provider the L/C Quarterly Fees (as defined in the applicable Series 2024-1 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of such Series 2024-1 Class A-1 Notes Fee Letter and in accordance with 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 Co-Issuers 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 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 then satisfiedbe obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Series 2024-1 Class A-1 Outstanding Principal Amounts, 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 that 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 would violate Subsection 3.1.
Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate, a Person selected by the Co-Issuers (dat the expense of the L/C Provider) Each shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit issued by an satisfies the L/C Issuing Lender shall be deemed to constitute a utilization Bank Rating Test (the L/C Provider (or such Affiliate of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4L/C Provider) or such other Person selected by the Lenders Co-Issuers (at the expense of the L/C Provider), in accordance with their respective Commitment Percentages. All Letters each case in its capacity as the issuer of such Letter of Credit issued hereunder shall be denominated in Dollars and shall be issued for being referred to as the account “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 applicable Borrower 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 (if 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 applicable Issuing Lender, so long as the Borrower Representative, on behalf beneficiary or beneficiaries of such proposed Letter of Credit. Each of the Borrowers, is a co-applicant and jointly and severally liable thereunder) parties hereto shall execute any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed amendments to this Agreement reasonably requested by the applicable Issuing Lender and Co-Issuers in order to have any letter of credit issued by a Person selected by the Parent Borrower, each Co-Issuer pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be a “Letter of Credit shall Credit” that has been issued hereunder and such Person selected by the Co-Issuers be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial an “L/C. The ISP shall not in any event apply to this AgreementC Issuing Bank”.
Appears in 1 contract
Sources: Note Purchase Agreement (Driven Brands Holdings Inc.)
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(aSection 2.8(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or the Foreign L/C Usage would exceed the Foreign L/C Sublimit or (ii) the L/C Obligations in respect aggregate amount of Letters of Credit the Available Revolving Commitments would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall or Yen; provided, however, that a Letter of Credit will only be either (i) a standby letter of credit issued to support obligations in Yen if, as of the Parent Borrower or any proposed date of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs issuance of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby such Letter of Credit”, the Issuing Lender determines, in its reasonable judgment (which shall be binding on all Revolving Lenders), or that Yen are available in sufficient amount, at a reasonable cost and are otherwise freely convertible and exchangeable into Dollars, (ii) have a commercial letter face amount of credit in respect of at least $50,000 or the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation Dollar Equivalent thereof (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause Lender) and (Biii) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date that is five Business Day Days prior to the Revolving Termination Date; , provided that, notwithstanding that any extension Letter of Credit with a one-year term may provide for the Termination Date pursuant renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to Subsection 2.8, unless otherwise agreed, no in clause (y) above).
(b) The Issuing Lender shall not at any time be obligated to issue a any Letter of Credit that expires beyond hereunder if such issuance would conflict with, or cause the non-extended Termination DateIssuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) Notwithstanding anything Schedule 2.5(c) contains a description of all letters of credit issued by any Lender pursuant to the contrary in Subsection 3.1(b), if Existing Credit Facility and which are to remain outstanding on the Borrower Representative so requests in any L/C RequestClosing Date (collectively, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter "Existing Letters of Credit") by giving prior notice and sets forth, with respect to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lendercredit, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date name of such renewal and the issuing lender, (ii) the fifth letter of credit number, (5thiii) Business Day prior to the Termination Date; provided that stated amount, (iv) the name of the beneficiary and (v) the expiry date. Each such Issuing Lender letter of credit, including any extension thereof, shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such constitute a "Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise)Credit" under, or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of as defined in, and for all purposes of, this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender Agreement and shall be deemed to constitute a utilization of issued on the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related CorporationClosing Date.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders L/C Participants set forth in Subsection 3.4(aSection 2.20(d), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Five-Year Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall have an obligation to issue any Letter of Credit shall be issued ifto the extent that, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect Commitments of all Issuing Lenders, (ii) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by an Issuing Lender at such time plus (y) the unreimbursed portion of any payment made by such Issuing Lender under a Letter of Credit would exceed such Issuing Lender’s Letter of Credit Sublimit L/C Commitment or (yiii) in the case aggregate amount of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) the Five-Year Available Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date that is five Business Day Days prior to the 2024 Extended Termination Date; , provided that, notwithstanding that any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the non-extended Termination Date.
date referred to in clause (cy) Notwithstanding anything to the contrary in Subsection 3.1(babove), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by specified, all references herein to the applicable Issuing Lender, the applicable Borrower shall not be required to make amount of a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time shall be deemed to an extended expiry date mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Application therefore, whether or not later than the earlier such maximum face amount is in effect at such time. No Issuing Lender shall have any obligation hereunder to issue commercial letters of credit.
(i) one year from the date The Issuing Lenders shall not at any time be obligated to issue any Letter of such renewal and (ii) the fifth (5th) Business Day prior Credit to the Termination Date; provided extent (a) that such issuance would conflict with, or cause any Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (b) any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over an Issuing Lender shall prohibit, or request that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue refrain from, the issuance of letters of credit generally or such Letter of Credit in its renewed form under particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the terms hereof (by reason of Issuing Lender is not otherwise compensated hereunder) not in effect on the provisions of Subsection 3.2(c) or otherwise)Amendment and Restatement Effective Date, or (y) shall impose upon an Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment and Restatement Effective Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1one or more policies of an Issuing Lender applicable to letters of credit generally.
(dii) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation[Reserved].
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Competitive Advance and Revolving Credit Agreement (Tegna Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the L/C Obligations in respect aggregate amount of Letters of Credit the Available Revolving Commitments would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date that is five Business Day Days prior to the Revolving Termination Date; , provided that, notwithstanding that any extension Letter of Credit with a one-year term may provide for the Termination Date pursuant renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to Subsection 2.8, in clause (y) above) unless otherwise agreed, no the Issuing Lender provides notice of non-renewal to the beneficiary of such Letter of Credit.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. In the event the Issuing Lender refuses to issue a Letter of Credit that expires beyond based solely upon the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection provisions of this Section 3.1(b), if the obligation of the Borrower Representative so requests in to pay any L/C Requestunused commitment fee payable pursuant to Section 2.3 shall ▇▇▇▇▇, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders which abatement shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal effective as of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitmentsrefusal, and shall be participated continue until such time as the Issuing Lender notifies the Borrower in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All writing that it is able to issue Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporationprovided herein.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Labor Ready Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement issue letters of credit for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the L/C Obligations in respect aggregate amount of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Available Revolving Credit Lenders Commitments would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall or in a Designated Foreign Currency, (ii) be either (iA) a standby letter of credit issued to support obligations of the Parent Borrower Company or any of its Restricted Subsidiaries, or any Related Corporationa Subsidiary, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (iiB) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Parent Borrower, any Company or its Subsidiaries in the ordinary course of its Restricted Subsidiaries or any Related Corporation business (a “Commercial L/C”the letters of credit described in the preceding clauses (A) and (B), "Letters of Credit") and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (Biii) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date which is five Business Day Days prior to the Revolving Credit Termination Date; , provided that, notwithstanding that any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the non-extended Termination Datedate referred to in clause (y) above).
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(db) Each Letter of Credit issued by an Issuing Lender shall be deemed subject to constitute a utilization of the CommitmentsUniform Customs and, and shall be participated in (as more fully described in to the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance withextent not inconsistent therewith, the laws of the State of New York, and .
(c) The Issuing Lender shall not at any time be obligated to the extent not prohibited by such laws, the ISP shall apply to each standby issue any Letter of Credit and hereunder if such issuance would conflict with, or cause the Uniform Customs shall apply to each Commercial Issuing Lender or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Sublimit, (ii) the L/C Obligations in respect aggregate amount of Letters of Credit the Available Revolving Commitments would exceed $300,000,000 be less than zero or (iii) the Aggregate Outstanding Credit outstanding amount of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such the applicable Issuing Lender (determined for such purpose without giving effect to the participations therein of the L/C Participants pursuant to Section 3.4) would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
C Commitment (b) unless such Issuing Lender has consented thereto). Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth date that is five (5th5) Business Day Days prior to the Revolving Termination Date; , provided thatthat 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, notwithstanding any extension except to the extent that the Issuing Lender has approved of such expiration date and the Termination Date outstanding amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or backstopped pursuant to Subsection 2.8, unless otherwise agreed, no arrangements reasonably satisfactory to the Issuing Lender).
(b) The Issuing Lender shall not at any time be obligated to issue a any Letter of Credit that expires beyond if (i) such issuance would conflict with, or cause the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in Issuing Lender or any L/C RequestParticipant to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Lender mayhas entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole and absolute discretion, agree ) with the Borrower or such Lender to issue a eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period then proposed to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, issued or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial all other L/C. The ISP shall not C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in any event apply to this Agreementits sole discretion.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit L/C Tranche Lenders set forth in Subsection Section 3.4(a), agrees to continue issue (or cause its Applicable Lending Office to issue) letters of credit and bank guarantees (each a “Letter of Credit”) under this Agreement the L/C Tranche Facility for the account of the Borrowers the Existing Letters a Loan Party or a Subsidiary of Credit issued by it and to issue letters of credit a Loan Party (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of CreditApplicable Account Party”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date of such Issuing Lender in such form as may be approved from time reasonable and customary for the purpose thereof; provided, that (i) no Applicable Account Party shall request, and no Issuing Lender shall be required to time by the Issuing Lender; provided that no issue (or cause its Applicable Lending Office to issue), any Letter of Credit shall be issued 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 aggregate Extensions Dollar Equivalent of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate then Outstanding Credit Amount of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C 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) the Total Consolidated GMF Exposure would exceed $2 billion or (D) 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 Company shall be jointly and severally liable with respect to each Letter of Credit Sublimit or issued for the account of an Applicable Account Party (y) in other than the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Company). Each Letter of Credit shall (x) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital Optional Currency and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (iiy) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) the date that is one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of CreditCredit and (B) by giving five Business Days prior notice to the beneficiary 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 not later than a day for additional one-year or shorter periods (which shall in each such twelve-month period no event extend beyond the date referred to be agreed upon at in foregoing clause (B), unless and to the time extent that such Letter of Credit is issued. Unless otherwise directed by 509265-1725-14038-Active.16338633 Collateralized for the applicable Issuing Lender, period following such date at 100% of the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal undrawn and unexpired amount of such Letter of Credit at any time if requested by the relevant Issuing Lender) or (2) continue past such date referred to an extended expiry date not later than in the earlier of foregoing clause (iB) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided extent that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under is Collateralized for the terms hereof (by reason period following such date at 100% of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance undrawn and unexpired amount of such Letter of Credit would violate Subsection 3.1.
(d) Each if requested by the relevant Issuing Lender; provided, further that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit issued by an Issuing Lender shall be deemed to constitute may have a utilization tenor of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, longer than one year so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above). 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 governed by, terminated and shall be construed in accordance with, the laws of the State of New York, and (to the extent not prohibited by applied to satisfy L/C Obligations) released to such lawsLoan Party or Applicable Account Party, as applicable, as soon as practicable after the ISP shall apply to each standby expiration or other termination of such Letter of Credit and the Uniform Customs reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall apply be released to each Commercial 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 at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender (or any Applicable Lending Office thereof) or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: 3 Year Revolving Credit Agreement (General Motors Co)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the any Existing Letters Letter of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower (and on behalf of the Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account any of the Borrowers, is a co-applicant and jointly and severally liable thereunderits Subsidiaries or Joint Ventures) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such customary form as may be approved from time to time by the Issuing Lender; provided that no Issuing Lender shall be obligated to issue commercial (as opposed to standby) Letters of Credit hereunder; provided further that an Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions L/C Obligations with respect to Letters of Credit to the Borrowers issued by such Issuing Lender then outstanding would exceed its L/C Commitment then in effect (in the applicable limitations set forth in Subsection 2.1case of this clause (i), without the consent of such Issuing Lender), (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations Commitments then in respect effect, (iii) the aggregate amount of Letters of Credit issued by such Issuing Lender the Available Commitments would exceed such Issuing Lender’s Letter of Credit Sublimit be less than zero or (yiv) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Availability would be less than zero. Each Letter of Credit shall (A) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit date that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to 364 days after the Termination Date; provided that such Issuing Lender shall not permit (I) any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in its renewed form under no event extend beyond the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or date referred to in clause (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant above) and (II) at least 60 days prior to the proviso Termination Date, Borrower shall, to the extent of the first sentence balance, replace outstanding Letters of this clause (c), (1) from Credit and/or Cash Collateralize the Administrative Agent that any Lender directly affected thereby has elected not outstanding Letters of Credit in an amount equal to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more 100% of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such outstanding L/C Obligations. Each Existing Letter of Credit would violate Subsection 3.1.
shall be deemed, for all purposes of this Agreement (d) Each including Section 3.4 and Section 3.5), to be a Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of a Subsidiary or (if required by Joint Venture inures to the applicable Issuing Lender, so long as benefit of the Borrower Representative, on behalf and that the Borrower’s business derives substantial benefits from the businesses of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any such Subsidiary or any Related Corporationjoint venture.
(eb) Unless otherwise agreed by the applicable The Issuing Lender and the Parent Borrower, each shall not at any time be obligated to issue any Letter of Credit shall be governed if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, and shall be construed in accordance with, the laws any applicable Requirement of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this AgreementLaw.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Credit Lenders Committed Note Purchasers set forth in Subsection 3.4(a)Sections 2.08 and 2.09, agrees to continue under this Agreement for the account provide standby letters of the Borrowers the Existing credit, including Interest Reserve Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3each, together with the Existing Letters a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the applicable Borrower Issuer or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation its designee on any Business Day during the Commitment Period but in no event later than period commencing on the fifth Series 2020-1 Closing Date and ending on the date that is ten (5th10) day 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 that the L/C Provider shall have no obligation or right to provide any Letter of Credit shall be issued on a requested issuance date if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the Series 2020-1 Class A-1 Outstanding Principal Amount would exceed the Series 2020-1 Class A-1 Notes Maximum Principal Amount. Notwithstanding anything herein to the contrary, if a requested Letter of Credit would cause the Series 2020-1 Class A-1 Outstanding Principal Amount attributable to the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or Provider (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate capacity as Committed Note Purchaser and L/C Obligations in respect Provider) to exceed its Commitment Amount (an “LC Commitment Excess”), the Investor Groups shall effectuate a reallocation of Letters of Credit issued by the Series 2020-1 Class A-1 Outstanding Principal Amounts to the extent necessary so that, immediately after such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such requested Letter of Credit is a Commercial L/C.
(b) issued, no LC Commitment Excess would exist; provided that the Issuer shall not be liable for any Series 2020-1 Breakage Amounts resulting solely from any such reallocations. Each Letter of Credit shall (x) be denominated in Dollars and Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services agreed upon by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial Issuer and the L/C”), C Provider and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (Bz) below, the Administrative Agent, expire no later than the earlier of (A) one year after the first anniversary of its date of issuance and (B) the fifth date that is ten (5th10) Business Day Days prior to the Termination Date; provided that, notwithstanding any extension of the Commitment Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond (the non-extended Termination “Required Expiration Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal 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 must permit the applicable Issuing Lender to prevent any such renewal at least once in Provider notifies 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time least thirty (30) calendar days prior to an extended expiry the then-applicable expiration date not (or no later than the earlier applicable notice date, if earlier, as specified in such Letter of (iCredit) one year from the date that such Letter of such renewal and (ii) the fifth (5th) Business Day prior to the Termination DateCredit shall not be renewed; provided further that such Issuing Lender shall not permit any such renewal if Letter of Credit may have an expiration date that is 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 has determined Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that it 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. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its renewed amended form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance each beneficiary of 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, 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 Indenture and the other Transaction 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 2020-1 Supplement, each issuance of 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) (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 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 violate Subsection 3.1not 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 (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 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) Each Letter of Credit issued by an Issuing Lender The Issuer shall be deemed pay to constitute a utilization of the Commitments, and shall be participated in L/C Provider the L/C Quarterly Fees (as more fully described defined in the following Subsection 3.4Series 2020-1 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account terms of the applicable Borrower or (if required by Series 2020-1 Class A-1 Notes Fee Letter and subject to the applicable Issuing Lender, so long as the Borrower Representative, on behalf Priority of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related CorporationPayments.
(e) Unless otherwise agreed by [Reserved].
(f) To the applicable Issuing Lender and the Parent Borrower, each extent that any provision of any Application related to any Letter of Credit shall be governed by, and shall be construed in accordance withis inconsistent with the provisions of this Article II, the laws 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 State L/C Commitment. If requested by the Issuer in writing and with the prior written consent of New York, the L/C Provider and to the extent not prohibited by such lawsAdministrative Agent, the ISP L/C Provider may (but shall apply 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 each standby 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 Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.issuance
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Sublimit, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero or, (iii) the outstanding amount of the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no applicable Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after determined for such purpose without giving effect thereto, to the aggregate participations therein of the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender Participants pursuant to Section 3.4) would exceed such Issuing Lender’s Letter of Credit Sublimit L/C Commitment (unless such Issuing Lender has consented thereto) or (yiv) in after the case occurrence and during the continuance of Barclays and Deutsche Bank AG New York Branch, a Partial Trigger Event if after giving effect to such Letter of Credit, the Total Revolving Extensions of Credit is a Commercial L/C.
(b) would exceed $100,000,000. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth date that is five (5th5) Business Day Days prior to the Revolving Termination Date; , provided thatthat 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, notwithstanding any extension except to the extent that the Issuing Lender has approved of such expiration date and the Termination Date outstanding amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or backstopped pursuant to Subsection 2.8, unless otherwise agreed, no arrangements reasonably satisfactory to the Issuing Lender).
(b) The Issuing Lender shall not at any time be obligated to issue a any Letter of Credit that expires beyond if (i) such issuance would conflict with, or cause the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in Issuing Lender or any L/C RequestParticipant to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Lender mayhas entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole and absolute discretion, agree ) with the Borrower or such Lender to issue a eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period then proposed to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, issued or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial all other L/C. The ISP shall not C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in any event apply to this Agreementits sole discretion.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(aSection 3.07(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the L/C Obligations in respect aggregate amount of Letters of Credit the Available Revolving Commitments would exceed $300,000,000 be less than zero or (iii) the Aggregate Outstanding Total Extensions of Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Line Cap. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted SubsidiariesDollars, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) have a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise minimum face amount agreed by the applicable Borrower and the Issuing Lender and, in the case of clause and (Biii) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth date that is five (5th5) Business Day Days prior to the Termination applicable Maturity Date; , provided that, notwithstanding that any extension 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 described in Schedule 3.04 which are outstanding as of the Termination date hereof shall be deemed to be issued by the Issuing Lender under this Agreement as of the Closing Date pursuant to Subsection 2.8and shall be a Letter of Credit for all purposes hereof (other than Section 3.05) and the other Loan Documents, unless otherwise agreedincluding, no without limitation, for purposes of Sections 3.06 through 3.11.
(b) The Issuing Lender shall not at any time be obligated to issue a any Letter of Credit that expires beyond hereunder if such issuance would conflict with, or cause the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in Issuing Lender or any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree Participant to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that exceed any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agentlimits imposed by, any Lender or Borrower that one or more applicable Requirement of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1Law.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Asset Based Revolving Credit Agreement (Roundy's, Inc.)
L/C Commitment. (axii) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Tranche A Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day 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, and shall not, issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (iii)(x) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect Commitment or (y) the aggregate stated amount of Letters of Credit issued by such the Issuing Lender would exceed such the Issuing Lender L/C Commitment Sublimit of the Issuing Lender’s Letter , (ii) the aggregate amount of the Available Tranche A Commitments would be less than zero or (iii) the sum of the Total Extensions of Credit Sublimit or (y) in plus the case aggregate principal amount of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) outstanding Competitive Loans would exceed the Total Commitments. Each Letter of Credit shall (A) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance unless otherwise consented to by the Issuing Lender and (By) the fifth (5th) date that is five Business Day Days prior to the Termination Date; , provided that, notwithstanding that any extension 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). Schedule 3.1 sets forth certain letters of credit issued under the Prior Credit Agreement. Subject to the satisfaction on the Closing Date of the Termination Date pursuant conditions precedent set forth in Section 5.1, such letters of credit shall constitute, on and after the Closing Date, Letters of Credit and shall be subject to Subsection 2.8, unless otherwise agreed, no and benefit from this Agreement.
(a) The Issuing Lender shall not at any time be obligated to issue a any Letter of Credit that expires beyond if such issuance would conflict with, or cause the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in Issuing Lender or any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree Participant to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that exceed any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agentlimits imposed by, any Lender or Borrower that one or more applicable Requirement of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1Law.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Tenth Amendment and Extension Agreement (Air Lease Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(aSection 2.8(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the L/C Obligations in respect of Letters Total Revolving Extensions of Credit then outstanding would exceed $300,000,000 (A) the Senior Debt Limit at such time or (B) the Borrowing Base then in effect, (iii) the Aggregate Outstanding Credit Available Revolving Commitments of all the Revolving Credit Lenders would exceed be less than the Commitments greater of all (A) zero or (B) the Revolving Credit Lenders then in effect; providedUnused Borrowing Base, further, that no Issuing Lender shall be required to or (but may, in its sole discretioniv) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
requested to be issued on or after the Extension Date and (by) the Outstanding 7-7/8% Note Amount shall be greater than $10,000,000, the Outstanding 7-7/8% Note Amount would exceed the lesser of (A) the Available Revolving Commitments of the Lenders and (B) the Unused Borrowing Base. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related CorporationDollars, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date that is five Business Day Days prior to the Revolving Termination Date; , provided that, notwithstanding that any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the non-extended Termination Date.
(c) Notwithstanding anything date referred to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or clause (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (cabove), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder outstanding under the Existing Credit Agreement as of the Closing Date shall be denominated in Dollars and shall deemed to be issued for the account and outstanding under this Agreement as of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related CorporationClosing Date.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue trade letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during from the Commitment Period Closing Date through but in no event later than not including the fifth (5th) day prior to the Revolving Credit Termination Date in such form as may be approved from time to time by the such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (iia) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments L/C Commitment or (b) the aggregate principal amount of all the outstanding Revolving Credit Lenders then in effect; providedLoans, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, plus the aggregate principal amount of L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of the Revolving Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Commitment. Each Letter of Credit shall (i) be denominated in Dollars and shall Dollars, (ii) be either (i) a standby trade letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, incurred in the case ordinary course of clause business, (Biii) below, the Administrative Agent, expire on a date no later than the earlier of two hundred twenty-five (A225) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with days from the date of issuance of such Letter of Creditthereof and (iv) by giving prior notice be subject to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing LenderUniform Customs and, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall extent not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance withinconsistent therewith, the laws of the State of New York, and . No Issuing Lender shall at any time be obligated to the extent not prohibited by such laws, the ISP shall apply to each standby issue any Letter of Credit and the Uniform Customs shall apply to each Commercial hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C. The ISP 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 not in also include extensions or modifications of any event apply to this Agreementexisting Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) denominated in Dollars for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary Holdings or any Related Corporation of its Subsidiaries on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that no the Issuing Lender shall not have any obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the L/C Obligations in respect of Letters of Aggregate Revolving Credit Outstandings would exceed $300,000,000 the aggregate amount of the Revolving Credit Commitments of all the Revolving Credit Lenders, or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders Outstandings would exceed the Commitments of all the Revolving Credit Lenders Borrowing Base then in effect; provided. All letters of credit issued pursuant to the Existing Credit Facility shall, furtherat all times on or after the Closing Date, that no Issuing Lender shall be required deemed to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of be Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter for all purposes of Credit Sublimit or (y) in this Agreement and the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.other Loan Documents.
(b) Each Letter of Credit shall be denominated in Dollars and shall (i) be either (ix) a standby letter of credit issued to support obligations of the Parent Borrower Holdings or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which to finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries Holdings or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter in the ordinary course of Credit”), business or (iiy) a commercial letter of credit issued in respect of the purchase of goods or services by the Parent Borrower, Holdings or any of its Restricted Subsidiaries or any Related Corporation in the ordinary course of business, (ii) have a “Commercial L/C”), and face amount of at least $250,000 (unless otherwise agreed by the applicable Issuing Lender and, in the case of clause Lender) and (Biii) below, the Administrative Agent, expire no later than the earlier of (Ax) one year the date that is 12 months after its the date of its issuance and (By) the fifth (5th) Business Day prior to the Revolving Credit Termination Date; provided that, notwithstanding that any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires with a one-year term may provide for the renewal thereof for additional periods (which shall in no event extend beyond the non-extended Termination Datedate referred to in (y) above).
(c) Notwithstanding anything 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 contrary in Subsection 3.1(b), if the Borrower Representative so requests in Issuing Lender or any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree Participant to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that exceed any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agentlimits imposed by, any Lender or Borrower that one or more applicable Requirement of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1Law.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Ifco Systems Nv)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit L/C Tranche Lenders set forth in Subsection Section 3.4(a), agrees to continue issue (or cause its Applicable Lending Office to issue) letters of credit and bank guarantees (each a “Letter of Credit”) under this Agreement the L/C Tranche Facility for the account of the Borrowers the Existing Letters a Loan Party or a Subsidiary of Credit issued by it and to issue letters of credit a Loan Party (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of CreditApplicable Account Party”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date of such Issuing Lender in such form as may be approved from time reasonable and customary for the purpose thereof; provided, that (i) no Applicable Account Party shall request, and no Issuing Lender shall be required to time by the Issuing Lender; provided that no issue (or cause its Applicable Lending Office to issue), any Letter of Credit shall be issued 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 aggregate Extensions Dollar Equivalent of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate then Outstanding Credit Amount of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C 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) the Total Consolidated GMF Exposure would exceed $2 billion or (D) 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 Company shall be jointly and severally liable with respect to each Letter of Credit Sublimit or issued for the account of an Applicable Account Party (y) in other than the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Company). Each Letter of Credit shall (x) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital Optional Currency and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (iiy) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) the date that is one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of CreditCredit and (B) by giving five Business Days prior notice to the beneficiary 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 not later than a day for additional one-year or shorter periods (which shall in each such twelve-month period no event extend beyond the date referred to be agreed upon at in foregoing clause (B), unless and to the time extent that such Letter of Credit is issued. Unless otherwise directed by Collateralized for the applicable Issuing Lender, period following such date at 100% of the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal undrawn and unexpired amount of such Letter of Credit at any time if requested by the relevant Issuing Lender) or (2) continue past such date referred to an extended expiry date not later than in the earlier of foregoing clause (iB) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided extent that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under is Collateralized for the terms hereof (by reason period following such date at 100% of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance undrawn and unexpired amount of such Letter of Credit would violate Subsection 3.1.
(d) Each if requested by the relevant Issuing Lender; provided, further that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit issued by an Issuing Lender shall be deemed to constitute may have a utilization tenor of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, longer than one year so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above). 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 governed by, terminated and shall be construed in accordance with, the laws of the State of New York, and (to the extent not prohibited by applied to satisfy L/C Obligations) released to such lawsLoan Party or Applicable Account Party, as applicable, as soon as practicable after the ISP shall apply to each standby expiration or other termination of such Letter of Credit and the Uniform Customs reimbursement of any amount drawn thereunder; provided, that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall apply be released to each Commercial 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 at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender (or any Applicable Lending Office thereof) or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: 3 Year Revolving Credit Agreement (General Motors Financial Company, Inc.)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(asubsection 3.9(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the such Issuing LenderBank; provided that no Issuing Bank shall have any obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations at such time would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the Aggregate Revolving Credit Outstandings at such time would exceed the aggregate amount of the Revolving Credit Commitments at such time, (iii) in the case of Letters of Credit issued prior to the Collateral Release Date, the Aggregate Revolving Credit Outstandings at such time would exceed the Borrowing Base at such time or (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 would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders issued in currencies other than Dollars would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Foreign L/C Commitment Sublimit at such time. Each Continuing Letter of Credit if shall be deemed to be issued under this Agreement on the Effective Date (to 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) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s a Letter of Credit Sublimit or for all purposes hereof (other than subsection 3.7) and the other Loan Documents and (y) in the case of Barclays and Deutsche Bank AG New York Branch, such a Commercial Letter of Credit is or a Commercial L/C.Standby Letter of Credit, as applicable, for purposes of subsections 3.8(b) and 3.8(c), respectively. 48
(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 the reasonable judgment of the 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 (iA) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporationa Subsidiary, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “"Standby Letter of Credit”"), or (iiB) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Parent Borrower, any Borrower and its Subsidiaries in the ordinary course of its Restricted Subsidiaries or any Related Corporation business (a “"Commercial L/C”Letter of Credit"), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause
(Bii) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance five Business Days prior to the Revolving Credit Termination Date and (B) one year after the fifth (5th) Business Day prior to the Termination Date; date of issuance thereof, provided that, notwithstanding subject to clause (A) above, any extension Letter of Credit may, at the request of the Termination Date pursuant 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 prior written notice to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a the Borrower and the beneficiary of such Letter of Credit that expires beyond the non-extended Termination Datesuch Letter of Credit will not be renewed.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed bysubject to the Uniform Customs and, and shall be construed in accordance withto the extent not inconsistent therewith, the laws of the State of New York, and .
(d) No Issuing Bank shall at any time be obligated to the extent not prohibited by such laws, the ISP shall apply to each standby issue any Letter of Credit and the Uniform Customs shall apply to each Commercial hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Kmart Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(asubsection 3.9(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of 44 51 Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the such Issuing LenderBank; provided that no Issuing Bank shall have any obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations at such time would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the Standby Letter of Credit Outstandings at such time would exceed $125,000,000, (iii) the 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 $300,000,000 the Foreign L/C Commitment Sublimit at such time, or (iiiv) the Aggregate Outstanding Extensions of Credit of all the Revolving Credit Lenders at such time would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by Borrowing Base at such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.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 the reasonable judgment of the 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 (iA) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporationa Subsidiary, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “"Standby Letter of Credit”"), or (iiB) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Parent Borrower, any Borrower and its Subsidiaries in the ordinary course of its Restricted Subsidiaries or any Related Corporation business (a “Commercial L/C”"Trade Letter of Credit"), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause
(Bii) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance five Business Days prior to the Termination Date and (B) one year after the fifth (5th) Business Day prior to the Termination Date; date of issuance thereof, provided that, notwithstanding subject to clause (A) above, any extension Letter of Credit may, at the request of the Termination Date pursuant 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 Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a the Borrower and the beneficiary of such Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a such Letter of Credit will not be renewed, in which case such Letter of Credit may, at the option of the Borrower, provide that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance beneficiary of such Letter of Credit) by giving prior notice Credit will be entitled to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of draw on such Letter of Credit at any time to an extended expiry date not later than during the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day thirty days prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1expiry thereof.
(dc) Each Letter of Credit issued by an Issuing Lender shall be deemed subject to constitute a utilization of the CommitmentsUniform Customs and, and shall be participated in (as more fully described in to the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance withextent not inconsistent therewith, the laws law of the State of New York, and .
(d) No Issuing Bank shall at any time be obligated to the extent not prohibited by such laws, the ISP shall apply to each standby issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(e) On the Effective Date, all letters of credit and the Uniform Customs reimbursement obligations attendant thereto issued pursuant to or under any of the Previous Credit Agreements which are then outstanding shall apply be from and after such date deemed to each Commercial L/C. The ISP shall not in any event apply be and become for all purposes Letters of Credit with Reimbursement Obligations attendant thereto issued pursuant to and be outstanding under this Agreement.
Appears in 1 contract
Sources: Post Petition Credit Agreement (Service Merchandise Co Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement issue Letters of Credit for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during from the Commitment Period Closing Date through but in no event later than not including the fifth (5th) 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 provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (iia) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments L/C Commitment, (b) the aggregate principal amount of all the outstanding Revolving Credit Lenders then in effect; providedLoans, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of the Revolving Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Commitment. Each Letter of Credit shall (i) be denominated in Dollars and shall in a minimum amount acceptable to the Issuing Lender; (ii) be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, incurred in the case ordinary course of clause business, (Biii) below, the Administrative Agent, expire no later than the earlier of (A) one year after its on a date of issuance and (B) the fifth (5th) Business Day prior satisfactory to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders which date shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not no later than the earlier of (i) one (1) year from the after its date of such renewal issuance and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such 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 shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise)and, or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected extent not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance withinconsistent therewith, the laws of the State of New York, North Carolina or (c) the Borrower and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not its Subsidiaries would no longer be in any event apply to this Agreement.pro forma
Appears in 1 contract
Sources: Credit Agreement (Veridian Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue standby letters of credit and to the extent agreed to by an Issuing Lender, bank guarantees and commercial letters of credit providing for the payment of cash upon the honoring of a presentation thereunder (collectively, with the letters of credit issued existing under the Original Credit Facility on the date hereof and after the Third Amendment Effective Date pursuant to this Section described on Schedule 1.1-3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Initial Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of any of its Restricted Subsidiaries (provided that the BorrowersInitial Borrower shall be an applicant, is and be fully and unconditionally liable, with respect to each Letter of Credit issued for the account of a co-applicant and jointly and severally liable thereunderRestricted Subsidiary) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the date that is thirty (30) days prior to the Revolving Termination Date in such form as may be approved from time to time by the Issuing LenderLenders; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the L/C Obligations in respect aggregate amount of Letters of Credit the Available Revolving Commitments would exceed $300,000,000 be less than zero or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect Obligation of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial its L/C.
(b) C Sublimit. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted SubsidiariesDollars, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) have a commercial letter of credit in respect of stated amount acceptable to the purchase of goods or services by the Parent Borrowerrelevant Issuing Lender, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (Biii) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance issuance, or such longer period as is reasonably acceptable to the Issuing Lender, and (By) the fifth date that is three (5th3) Business Day Days prior to the Revolving Termination Date; , provided that, notwithstanding that any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond with the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, consent of the applicable Issuing Lender maymay provide for the renewal or extension thereof for additional one-year periods or such longer period of time as may be agreed by the Issuing Lender (which shall in no event extend beyond the date referred to in clause (y) above, in its sole and absolute discretion, agree except to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal the extent the L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time Obligations under such Letter of Credit have been Cash Collateralized); provided, further, that the Issuing Lenders shall not renew or extend any such Letter of Credit if it has received written notice (or otherwise has knowledge) that an Event of Default has occurred and is issuedcontinuing or any of the conditions set forth in Section 5.2 are not satisfied prior to the date of the decision to renew or extend such Letter of Credit and (iv) be otherwise reasonably acceptable in all respects to the Issuing Lenders. Unless otherwise directed by the applicable Issuing LenderLenders, the applicable Borrower Representative shall not be required to make a specific request to such an Issuing Lender for any such renewalextension. Once an Auto-Renewal L/C any Letter of Credit has been issuedissued that may be extended automatically pursuant to the foregoing, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender Lenders to permit the renewal extension of such Letter of Credit, including to the date that is five (5) Business Days prior to the Revolving Termination Date. For the avoidance of doubt, the letters of credit identified on Schedule 1.1-3 shall be deemed Letters of Credit for all purposes under this Agreement.
(b) No Issuing Lender shall at any time be obligated to an extended expiry date not later than the earlier issue any Letter of Credit if (i) one year from the date such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of such renewal and Law or (ii) the fifth (5th) Business Day prior any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Termination Date; provided 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 shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue refrain from, the issuance of letters of credit generally or such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) particular or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed shall impose upon pursuant such Issuing Lender with respect to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
any restriction, reserve or capital requirement (d) Each Letter of Credit issued by an for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Effective Date, or shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Effective Date and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed which such Issuing Lender in accordance with, the laws of the State of New York, and good ▇▇▇▇▇ ▇▇▇▇▇ material to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreementit.
Appears in 1 contract
Sources: Credit Agreement (Emerald Expositions Events, Inc.)
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, issuance (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the Aggregate Outstanding Total Revolving Extensions of Credit would exceed the sum of all (x) the Borrowing Base then in effect plus (y) the Acquisition Advance Amount. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; providedTermination Date, further, provided that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if with a one-year term may provide for the renewal thereof for additional one-year periods (x) after giving effect thereto, which shall in no event extend beyond the aggregate L/C Obligations date referred to in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or clause (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.above). 57
(b) Each Letter of Credit shall be denominated in Dollars and shall be either (i) a standby letter of credit issued subject to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender Uniform Customs and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 extent not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance withinconsistent therewith, the laws of the State of New York, and .
(c) The Issuing Lender shall not at any time be obligated to the extent not prohibited by such laws, the ISP shall apply to each standby issue any Letter of Credit and hereunder if such issuance would conflict with, or cause the Uniform Customs shall apply to each Commercial Issuing Lender or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Nebraska Book Co)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(aSection 3.04(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Availability Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the such Issuing Lender; provided that no Issuing Lender shall have an obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the L/C Obligations in respect sum of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders Exposures would exceed the total Commitments. Each Letter of Credit shall be issued under the Dollar Tranche Commitments or the Multi-Currency Commitments or a combination thereof, as determined by the Borrower in its request for the issuance of all the Revolving such Letter of Credit Lenders then in effectpursuant to Section 3.02; provided, further, that provided no Issuing Lender shall be required have an obligation to (but may, in its sole discretion) issue, renew, amend or extend issue any Letter of Credit if if, after giving effect to such issuance, (i) the sum of the Dollar Tranche Revolving Credit Exposures would exceed the total Dollar Tranche Commitments or (ii) the sum of the Multi-Currency Tranche Revolving Credit Exposures would exceed the total Multi-Currency Tranche Commitments. Each Letter of Credit shall (i) be denominated in dollars and (ii) expire no later than the earlier of (x) 365 days after giving effect thereto, the aggregate L/C Obligations in respect date of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or issuance and (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit date that is a Commercial L/C.five Business Days prior to the Maturity Date.
(b) Each Letter of Credit shall be denominated in Dollars and shall be either (i) a standby letter of credit issued subject to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender UCP 500 and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 extent not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance withinconsistent therewith, the laws of the State of New York, and .
(c) No Issuing Lender shall at any time be obligated to the extent not prohibited by such laws, the ISP shall apply to each standby issue any Letter of Credit and the Uniform Customs shall apply to each Commercial hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Claiborne Liz Inc)
L/C Commitment. (a) Prior to the Closing Date, Chemical or an affiliate thereof as specified on Schedule 3.1, as Issuing Bank, issued the letters of credit described in Schedule 3.1 (the "Existing Letters of Credit"). Subject to the terms and conditions hereof, NationsBank or an Affiliate, as Issuing Bank, agrees, and other Lenders designated by the Company with the consent of the Documentation Agent and the Administrative Agent may agree, in each Issuing Lender, case in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection subsection 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “"Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation Company on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the Issuing LenderBank; provided that the Issuing Bank shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the L/C Obligations in respect of Letters Aggregate Outstanding Revolving Extensions of Credit would exceed $300,000,000 or the lesser of (iiiA) the Aggregate Outstanding Credit of all the aggregate Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to effect and (but may, B) the excess of the Borrowing Base then in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) over Permitted Senior Indebtedness. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (ix) a standby letter of credit issued to support obligations of the Parent Borrower or any of Company and its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise arising in connection with the working capital and ordinary course of business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (iiy) a commercial documentary letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of Company and its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case ordinary course of clause business and (Bii) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Ryland Group Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the L/C Obligations in respect aggregate amount of Letters of Credit the Available Revolving Commitments would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit except as provided in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (BSection 3.1(b) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(b) If requested by the Borrower, the Issuing Lender agrees to issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Termination Date; provided that, notwithstanding any extension based upon the Borrower’s agreement to cash collateralize the L/C Obligations in accordance with Section 3.9. If the Borrower fails to cash collateralize the outstanding L/C Obligations in accordance with the requirements of the Termination Date pursuant to Subsection 2.8Section 3.9, unless otherwise agreed, no Issuing Lender shall be obligated to issue a each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 3.5 shall be deemed to apply and shall be construed such that expires beyond the non-extended Termination Datereimbursement obligation is to provide cash collateral in accordance with the requirements of Section 3.9.
(c) Notwithstanding anything The Borrower shall grant to the contrary Administrative Agent for the benefit of the Issuing Lender and the Lenders, pursuant to the Guarantee and Collateral Agreement, a security interest in Subsection all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 3.1(b)) or Section 3.9. Cash collateral shall be maintained in blocked, if interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the Borrower Representative so requests in any “L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/CCash Collateral Account”); provided that any . All interest on such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice cash collateral shall be paid be paid to the beneficiary thereof not later than a day in each such twelve-month period to be agreed Borrower upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing LenderBorrower’s request, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender interest shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation first be applied to all outstanding Obligations at such time to issue such Letter of Credit in its renewed form under and the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant balance shall be distributed to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1Borrower.
(d) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit issued by an if such issuance would conflict with, or cause the Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed L/C Participant to exceed any limits imposed by, and shall be construed in accordance with, the laws any applicable Requirement of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this AgreementLaw.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue standby letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during from the Commitment Period Closing Date through but in no event later than not including the fifth (5th) day Business Day prior to the Termination Maturity 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (iia) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments L/C Commitment or (b) the aggregate principal amount of all the outstanding Revolving Credit Lenders then in effect; providedLoans, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of the Revolving Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Commitment. Each Letter of Credit shall (i) be denominated in Dollars and shall in a minimum amount of $100,000, (ii) be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, incurred in the case ordinary course of clause business, (Biii) below, the Administrative Agent, expire no later than the earlier of of: (A) one (1) year after its date of issuance and or (B) the fifth (5th) Business Day prior to the Termination Date; provided thatMaturity Date and (iv) be subject to the Uniform Customs and/or ISP98, notwithstanding any extension of as set forth in the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond Application or as determined by the non-extended Termination Date.
(c) Notwithstanding anything Issuing Lender and, to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 extent not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance withinconsistent therewith, the laws of the State of New York, and North Carolina. The Issuing Lender shall not at any time be obligated to the extent not prohibited by such laws, the ISP shall apply to each standby issue any Letter of Credit and hereunder if such issuance would conflict with, or cause the Uniform Customs shall apply to each Commercial Issuing Lender or any L/C. The ISP 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 not in also include extensions or modifications of any event apply to this Agreementexisting Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (Blackbaud Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing LenderBank, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(a)subsection 0, agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”"LETTERS OF CREDIT") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth (5th) day 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 Bank shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Available Revolving Credit Lenders Commitments would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.less than zero.
(b) Each Letter of Credit shall shall:
(i) be denominated in Dollars and shall be either (iA) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related CorporationBorrower, contingent or otherwise, the terms and conditions of which finance or otherwise arise in connection with are satisfactory to the working capital and business needs of the Parent BorrowerRequired Lenders, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation as evidenced by their prior written approval (a “Standby Letter of Credit”"STANDBY LETTER OF CREDIT"), or (iiB) a commercial letter of credit issued in respect of the purchase of goods or services by the Parent Borrower, any Borrower and its Subsidiaries in the ordinary course of its Restricted Subsidiaries or any Related Corporation business (a “Commercial L/C”"COMMERCIAL LETTER OF CREDIT"), and unless otherwise agreed by the applicable Issuing Lender ; and, in the case of clause
(Bii) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed bysubject to the Uniform Customs and, and shall be construed in accordance withto the extent not inconsistent therewith, the laws of the State of New York, and .
(d) The Issuing Bank shall not at any time be obligated to the extent not prohibited by such laws, the ISP shall apply to each standby issue any Letter of Credit and hereunder if such issuance would conflict with, or cause the Uniform Customs shall apply to each Commercial Issuing Bank or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Recoton Corp)
L/C Commitment. (a) Subject On or after the Acquisition Effective Date, subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(aSection 3.8(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue standby letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) not to exceed the L/C Commitment for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Revolving Availability Period but in no event later than the fifth (5th) day prior to the Termination Date in such form 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 L/C Disbursement in respect thereof) reducing the Available Revolving Commitments on a Dollar-for-Dollar basis by the Dollar Amount thereof; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the L/C Obligations in respect aggregate amount of Letters of Credit such Issuing Lender’s Available Revolving Commitments would exceed $300,000,000 be less than zero, or (iii) subject to Section 1.3 and 4.2(d), such issuance would cause the Aggregate Outstanding Credit Dollar Amount of all the any Lender’s Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate Exposure and L/C Obligations Exposure, in respect of Letters of Credit issued by such Issuing Lender would each case denominated in Foreign Currencies, to exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Foreign Currency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars an Agreed Currency and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) one year after the first anniversary of its date of issuance (unless otherwise agreed by the applicable Issuing Lender) and (B) the fifth date that is five (5th5) Business Day Days prior to the Revolving Termination Date; provided that, notwithstanding that any extension Letter of Credit may provide for automatic renewals pursuant to Section 3.6(b). Each Letter of Credit shall be governed by laws of the Termination State of New York (unless the laws of another jurisdiction are agreed to by the respective Issuing Lender). It is hereby acknowledged and agreed that each of the letters of credit described in Schedule 3.5 of the Disclosure Letter shall constitute a “Letter of Credit” for all purposes of this Agreement on the Acquisition Effective Date pursuant and shall be deemed issued under this Agreement on the Acquisition Effective Date.
(b) No Issuing Lender shall at any time be obligated to Subsection 2.8issue any Letter of Credit hereunder if (i) such issuance would conflict with, unless or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing the Letter of Credit, or any Requirements of 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 the Letter of Credit 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 agreedcompensated hereunder) not in effect on the Closing Date, no 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 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. No Primary Issuing Lender shall be obligated to issue a Letter Letters of Credit that expires beyond in an aggregate face amount in excess at any time outstanding of the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any Primary Issuing Lender L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1Sublimit.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue commercial or standby letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation Borrowers on any Business Day during from the Commitment Period Closing Date through but in no event later than the fifth (5th) day prior to not including the Termination Date in such form as may be approved from time to time by the Lenders; provided, that the Issuing Lender; provided that Lender shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (iia) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit Commitment or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) the Available Commitment of any Lender would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall Dollars, (ii) be either (i) a commercial or standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related CorporationBorrower, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, incurred in the case ordinary course of clause business, (Biii) belowexpire on a date satisfactory to the Issuing Lender, the Administrative Agent, expire which date shall be no later than the earlier of (A1) the Termination Date or (2) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
and (div) Each Letter of Credit issued by an Issuing Lender shall be deemed subject to constitute a utilization of the CommitmentsUniform Customs and, and shall be participated in (as more fully described in to the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance withextent not inconsistent therewith, the laws of the State of New York, and Maryland. The Issuing Lender shall not at any time be obligated to the extent not prohibited by such laws, the ISP shall apply to each standby issue any Letter of Credit and hereunder if (a) such issuance would conflict with, or cause the Uniform Customs shall apply to each Commercial Issuing Lender or any L/C. The ISP C Participant to exceed any limits imposed by, any Applicable Law, or (b) if any Lender notifies the Issuing Lender, within two (2) Business Days after receipt of the Application therefor, of such Lender’s objection to the issuance of the Letter of Credit. References herein to “issue” and derivations thereof with respect to Letters of Credit shall not in also include extensions or modifications of any event apply to this Agreementexisting Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection subsection 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that no the Issuing Lender shall not issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, $1,000,000 or (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Revolving Credit of all the Revolving Credit Lenders would exceed the Revolving Credit Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) Lenders. Each Letter of Credit shall be denominated in Dollars and shall (i) be either (ix) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, Borrower and its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, incurred in the ordinary course of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation business (a “"Standby Letter of Credit”"), or (iiy) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, Borrower or any of its Restricted Subsidiaries or any Related Corporation in the ordinary course of business (a “"Commercial L/C”), Letter of Credit") and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (Bii) below, the Administrative Agent, expire no later than on the earlier of (Ax) one year after its the date of issuance and (By) the fifth (5th) five Business Day Days prior to the Termination Date; , provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue that a one year Letter of Credit that expires may be renewed for additional one year periods, but may not be extended beyond five days prior to the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(db) Each Letter of Credit issued by an Issuing Lender shall be deemed subject to constitute a utilization of the CommitmentsUniform Customs and, and shall be participated in (as more fully described in to the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance withextent not inconsistent therewith, the laws of the State of New York, and to the extent .
(c) The Issuing Lender shall not prohibited by such laws, the ISP shall apply to each standby at any time issue any Letter of Credit and hereunder if such issuance would conflict with, or cause the Uniform Customs shall apply to each Commercial Issuing Lender or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, (i) each Issuing LenderLender having an L/C Fronting Commitment, in reliance on the agreements of the other Revolving Credit Lenders L/C Participants set forth in Subsection Section 3.4(a), agrees to continue under this Agreement issue Fronted Letters of Credit in an aggregate Dollar Amount at any time outstanding not to exceed its L/C Fronting Commitment for the account of any Borrower on any Business Day from and after the Borrowers Closing Date in such form as may be approved from time to time by such Issuing Lender, (ii) each Several Issuing Lender (including the Existing L/C Agent as Several Issuing Lender for any Participating Lenders in accordance with subsection (b) below) severally agrees (A) to issue Several Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) in such Several Issuing Lender’s Revolving Commitment Percentage for the account of the applicable any Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during from and after the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Closing Date in such form as may be approved from time to time by the Issuing Lender and (B) to honor its Revolving Commitment Percentage of drawings under the Several Letters of Credit and (iii) each Participating Lender hereby agrees to purchase from the L/C Agent a risk participation in the portion of such Several Letter of Credit issued by the L/C Agent pursuant to this Section for the benefit of such Participating Lender in an amount equal to such Participating Lender’s Revolving Commitment Percentage; provided that no neither the applicable Issuing Lender nor any Several Issuing Lender shall have any obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (iiI) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments L/C Commitment, (II) the aggregate principal amount of all the outstanding Revolving Credit Lenders then in effect; providedLoans, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, plus the aggregate principal amount of outstanding Japanese Yen Loans plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations in would exceed an amount equal to the Aggregate Revolving Commitment or (III) the aggregate principal amount of all outstanding Revolving Credit Loans plus the aggregate principal amount of outstanding Japanese Yen Loans plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations for the account of any Designated Borrower shall notwould exceed the applicable Designated Borrower Sublimit.
(b) In addition, the L/C Agent agrees that with respect of to Several Letters of Credit as to which any Lender is a Participating Lender and which are issued by after L/C Agent’s receipt of the applicable Participating Notice from such Lender, the L/C Agent shall, in reliance on the agreements of the Participating Lenders set forth in Section 3.1(a)(iii), act as a Several Issuing Lender would exceed for such Participating Lender. In the event that there are any Participating Lenders with respect to any Several Letter of Credit, the L/C Agent shall constitute the Several Issuing Lender for such Participating Lender’s Revolving Commitment Percentage of such Several Letter of Credit Sublimit or in any relevant calculations with respect thereto (yincluding calculations in Section 3.1(a) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.above).
(bc) Each Letter of Credit shall (i) be denominated in Dollars and shall a Permitted Currency in a minimum amount of $100,000 or such lesser amount acceptable to the Issuing Lender, (ii) be either (i) a standby letter of credit issued to support obligations of the Parent Borrower Company or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise incurred in connection with the working capital and business needs ordinary course of the Parent Borrowerbusiness, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (iii) expire on a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services date agreed upon by the Parent BorrowerCompany and the Issuing Lender, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire which date shall be no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided thatMaturity Date and (iv) be subject to ISP98, notwithstanding any extension 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 Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no State of New York.
(d) Neither any Issuing Lender nor any Several Issuing Lender shall at any time be obligated to issue a any Letter of Credit that expires beyond the non-extended Termination Date.
hereunder if (ci) Notwithstanding anything to the contrary in Subsection 3.1(b)such issuance would conflict with, if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by or cause the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such any Several Issuing Lender for or any such renewal. Once an Auto-Renewal L/C has been issuedParticipant to exceed any limits imposed by, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and Applicable Law, (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
one or more policies of such Person related to letters of credit generally, (diii) Each in the case of Several Letters of Credit, if such Letter of Credit is not substantially in the form of Exhibit H (provided that the L/C Agent may agree to reasonable changes to such form, not adverse in any material respect to the interests of the Lenders) or (iv) in the case of Fronted Letters of Credit, after giving effect thereto, the maximum amount of all Fronted Letters of Credit issued by an such Issuing Lender shall be deemed to constitute a utilization exceed Dollar Amount of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective L/C Fronting Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable such Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise agreed by requires.
(f) Notwithstanding anything to the applicable contrary contained in this Section 3.1, the Issuing Lender shall not be obligated to issue any Fronted Letter of Credit at any time a Lender is a Defaulting Lender, nor shall the Issuing Lender be obligated to issue any Several Letter of Credit at any time any Participating Lender with respect thereto is a Defaulting Lender, unless in either such case the Issuing Lender has entered into arrangements (which may include delivery of cash collateral in an amount not less than the Fronting Exposure not reallocated pursuant to Section 4.16(c)) with the Company or such Defaulting Lender which are satisfactory to the Issuing Lender to eliminate the Issuing Lender’s Fronting Exposure (after giving effect to Section 4.16), if any, with respect to any such Defaulting Lender. Further, in the event that any Several Issuing Lender is a Defaulting Lender, the Issuing Lender shall not be obligated to issue any Several Letter of Credit unless the beneficiary, the Company and the Issuing Lender have entered into arrangements with respect to such situation reasonably satisfactory to the Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this AgreementCompany.
Appears in 1 contract
Sources: Five Year Revolving Credit Agreement (BlackRock Inc.)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable any Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the such Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender’s Letter of Credit Sublimit Lender then in effect, or (yii) in the case aggregate amount of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit except as provided in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (BSection 3.1(b) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(b) If requested by a Borrower, each Issuing Lender agrees to issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Termination Date; provided that, notwithstanding any extension based upon agreement of the Termination Date pursuant applicable Borrower to Subsection 2.8cash collateralize the L/C Obligations in accordance with Section 3.9. If such Borrower fails to cash collateralize the outstanding L/C Obligations in accordance with the requirements of Section 3.9, unless otherwise agreed, no Issuing Lender shall be obligated to issue a each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the such Borrower set forth in Section 3.5 shall be deemed to apply and shall be construed such that expires beyond the non-extended Termination Datereimbursement obligation is to provide cash collateral in accordance with the requirements of Section 3.9.
(c) Notwithstanding anything The applicable Borrower shall grant to the contrary Administrative Agent for the benefit of each Issuing Lender and the Lenders, pursuant to the Guarantee and Collateral Agreement, a security interest in Subsection all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 3.1(b) or Section 3.9. Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “L/C Cash Collateral Account”). All interest on such cash collateral shall be paid to the applicable Borrower upon its request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to such Borrower.
(d) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if the Borrower Representative so requests in (i) such issuance would conflict with, or cause such Issuing Lender or any L/C RequestParticipant to exceed any limits imposed by, the any applicable Requirement of Law, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit from issuing the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the , or any law applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided shall prohibit, or request that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such refrain from, the issuance of letters of credit generally or the Letter of Credit in its renewed form under particular or shall impose upon such Issuing Lender with respect to the terms hereof Letter of Credit any restriction, reserve or capital requirement (by reason of for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the provisions of Subsection 3.2(c) or otherwise)Closing Date, or (y) shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date, which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it has received notice on or before the day that and which is two Business Days before the date which has been agreed upon pursuant not subject to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more indemnification obligations of the applicable conditions specified in Section 6 are not then satisfied, Borrower hereunder or that the (iii) issuance of such the Letter of Credit would violate Subsection 3.1.
(d) Each Letter one or more policies of Credit issued by an such Issuing Lender shall be deemed applicable to constitute a utilization letters of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentagescredit generally. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.\\DC - 036150/000014 - 15261895 v8
(e) Unless otherwise expressly agreed by the applicable Issuing Lender and the Parent Borrower, each applicable Borrower when a Letter of Credit shall be governed byis issued, and shall be construed in accordance with, (i) the laws rules of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit Credit, and (ii) the Uniform Customs rules of the UCP shall apply to each Commercial L/C. The ISP commercial Letter of Credit. Notwithstanding the foregoing, no Issuing Lender shall not in be responsible to the Borrowers, and no Issuing Lender’s rights and remedies against the Borrowers shall be impaired by, any event apply action or inaction of such Issuing Lender required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the law or any order of a jurisdiction where an Issuing Lender or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.
(f) In the event of any conflict between the terms hereof and the terms of any Application, the terms hereof shall control.
Appears in 1 contract
L/C Commitment. 3.1.1 Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving A Lenders set forth in Section 3.4.1, agrees to issue letters of credit ("Revolving A Letters of Credit") for the account of the Borrower on any Business Day from the Closing Date to but not including the Termination Date in such form as may be requested by the Borrower and approved from time to time by such Issuing Lender; provided, that no Issuing Lender shall have any obligation to issue any Revolving A Letter of Credit if, after giving effect to such issuance, (a) the Revolving A L/C Obligations would exceed the Revolving A L/C Commitment or (b) the sum of (i) the aggregate principal amount of outstanding Revolving A Credit Loans, (ii) the aggregate principal amount of Revolving A L/C Obligations and (iii) the aggregate principal amount of Competitive Bid Loans made under the Revolving A Credit Facility, would exceed the Aggregate Revolving A Commitment. Each Revolving A Letter of Credit shall be denominated in Dollars or any Optional Currency; provided that the sum of the Dollar Equivalents of the then outstanding Revolving A L/C Obligations in Optional Currencies (determined in accordance with the last sentence of Section 3.2) shall not exceed $50,000,000 at any time.
3.1.2 Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit B Lenders set forth in Subsection 3.4(a)Section 3.4.2, agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Revolving B Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during from the Commitment Period Closing Date to but in no event later than the fifth (5th) day prior to not including the Termination Date in such form as may be requested by the Borrower and approved from time to time by the such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Revolving B Letter of Credit shall be issued if, after giving effect to such issuance, (a) the Revolving ▇ ▇/C Obligations would exceed the Revolving ▇ ▇/C Commitment or (b) the sum of (i) the aggregate Extensions principal amount of outstanding Revolving B Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1Loans, (ii) the L/C aggregate principal amount of Revolving ▇ ▇/C Obligations in respect of Letters of Credit would exceed $300,000,000 or and (iii) the Aggregate Outstanding Credit aggregate principal amount of all the Competitive Bid Loans made under Revolving Credit Lenders B, would exceed the Commitments of all the Aggregate Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) B Commitment. Each Revolving B Letter of Credit shall be denominated in Dollars Dollars.
3.1.3 Prior to the Closing Date, the Issuing Lender has issued the Existing Letter of Credit which, from and after the Closing Date, shall constitute a Letter of Credit for all purposes hereunder, subject to allocation in accordance with Section 3.1.5.
3.1.4 Each Letter of Credit shall (a) be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (b) expire on a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no date not later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date and not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) which is five Business Day Days prior to the Termination Specified Maturity Date; provided that such Issuing Lender shall not permit any such renewal if , and (xc) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant be subject to the proviso of Uniform Customs and, to the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected extent not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance withinconsistent therewith, the laws of the State in which the corporate headquarters of New York, and the relevant Issuing Lender is located or such other jurisdiction as is acceptable to the extent not prohibited by such laws, the ISP relevant Issuing Lender. No Issuing Lender shall apply at any time be obligated to each standby issue any Letter of Credit and the Uniform Customs shall apply to each Commercial hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C. The ISP 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 not in also include extensions or modifications of any event apply to this Agreementexisting Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (Pittston Co)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Tranche 1 Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable relevant Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than before the fifth (5th) day Business Day prior to the Termination Date in such form as may be approved from time to time by the relevant Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the L/C Obligations in respect aggregate amount of Letters the Revolving Extensions of Credit of the Tranche 1 Lenders outstanding at such time would exceed $300,000,000 or the aggregate amount of Tranche 1 Revolving Commitments in effect at such time, (iii) the Aggregate Outstanding Total Revolving Extensions of Credit of all the Revolving Credit Lenders denominated in Canadian Dollars would exceed the Commitments Canadian Dollar Equivalent of all US$150,000,000 or (iv) the Total Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter Extensions of Credit if (x) after giving effect thereto, the aggregate L/C Obligations denominated in respect of Letters of Credit issued by such Issuing Lender Euros would exceed such Issuing Lender’s Letter the Euro Equivalent of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) US$200,000,000. Each Letter of Credit shall be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of be denominated, at the Parent Borrower relevant Borrower’s option, in US Dollars, Euros or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital Canadian Dollars and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date that is five Business Day Days prior to the Termination Date; provided that, notwithstanding any extension of the latest Termination Date pursuant under the Tranche 1 Revolving Commitments, provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to Subsection 2.8, unless otherwise agreed, no in clause (y) above).
(b) An Issuing Lender shall not at any time be obligated to issue a any Letter of Credit that expires beyond the non-extended Termination Dateif such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) Notwithstanding anything On the date on which a Change of Control shall occur, the relevant Borrower shall, with respect to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any outstanding L/C RequestObligations, the applicable Issuing Lender may, deposit in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Autonon-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) interest bearing account opened by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, an amount of cash equal to such outstanding L/C Obligations, which amount held in such account shall be held as collateral security for such Borrower’s Obligations with respect to the related Letters of Credit, and any Lender or Borrower that one or more remaining amounts in such account, after satisfaction of the applicable conditions specified all Obligations in Section 6 are not then satisfied, or that the issuance respect of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender L/C Obligations, shall be deemed returned to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporationsuch Borrower.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Domtar CORP)
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, issuance (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iii) the Aggregate Outstanding Total Revolving Extensions of Credit would exceed the sum of all (x) the Borrowing Base then in effect plus (y) the Acquisition Advance Amount. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; providedTermination Date, further, provided that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if with a one-year term may provide for the renewal thereof for additional one-year periods (x) after giving effect thereto, which shall in no event extend beyond the aggregate L/C Obligations date referred to in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or clause (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.above). 57 52
(b) Each Letter of Credit shall be denominated in Dollars and shall be either (i) a standby letter of credit issued subject to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender Uniform Customs and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 extent not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance withinconsistent therewith, the laws of the State of New York, and .
(c) The Issuing Lender shall not at any time be obligated to the extent not prohibited by such laws, the ISP shall apply to each standby issue any Letter of Credit and hereunder if such issuance would conflict with, or cause the Uniform Customs shall apply to each Commercial Issuing Lender or any L/C. The ISP shall not in C Participant to exceed any event apply to this Agreementlimits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Credit Lenders Committed Note Purchasers set forth in Subsection 3.4(a)Sections 2.08 and 2.09, agrees to continue under this Agreement for the account provide standby letters of the Borrowers the Existing credit, including Interest Reserve Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3each, together with the Existing Letters a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a coCo-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation Issuers on any Business Day during the Commitment Period but in no event later than period commencing on the fifth Series 2025-1 Closing Date and ending on the date that is ten (5th10) day 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 that the L/C Provider shall have no obligation or right to provide any Letter of Credit shall be issued on a requested issuance date if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, L/C Commitment or (ii) the Series 2025-1 Class A-1 Outstanding Principal Amount would exceed the Series 2025-1 Class A-1 Maximum Principal Amount. Notwithstanding anything herein to the contrary, if a requested Letter of Credit would cause the Series 2025-1 Class A-1 Outstanding Principal Amount attributable to the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or Provider (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate capacity as Committed Note Purchaser and L/C Obligations in respect Provider) to exceed its Commitment Amount (an “L/C Commitment Excess”), the Investor Groups shall effectuate a reallocation of Letters of Credit issued by the Series 2025-1 Class A-1 Outstanding Principal Amounts to the extent necessary so that, immediately after such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such requested Letter of Credit is a Commercial issued, no L/C.
(b) C Commitment Excess would exist; provided that the Co-Issuers shall not be liable for any Breakage Amounts resulting solely from any such reallocations. Each Letter of Credit shall (x) be denominated in Dollars and Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services agreed upon by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial Co-Issuers and the L/C”), C Provider and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (Bz) below, the Administrative Agent, expire no later than the earlier of (A) one year after the first anniversary of its date of issuance and (B) the fifth date that is five (5th5) Business Day Days prior to the Termination Date; provided that, notwithstanding any extension of the Commitment Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond (the non-extended Termination “Required Expiration Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal 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 must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to Provider notifies the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time least 30 calendar days prior to an extended expiry the then-applicable expiration date not (or no later than the earlier applicable notice date, if earlier, as specified in such Letter of (iCredit) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender Letter of Credit shall not permit be renewed; provided, further, that any such renewal if Letter of Credit may have an expiration date that is 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 has determined Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that it 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 (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 applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its renewed amended form under the terms hereof or (by reason 2) the beneficiary of 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, 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 2025-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2025-1 Closing Date; provided that, if such Series 2025-1 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 2025-1 Supplement. Such initial Series 2025-1 Class A-1 L/C Note shall be dated the Series 2025-1 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 2025-1 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 Subsection 3.2(cthe Indenture. Each issuance of a Letter of Credit after the Series 2025-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2025-1 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 2025-1 Class A-1 L/C Note and shall be deemed to be Series 2025-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the 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 2025-1 Supplement, the outstanding principal amount evidenced by the Series 2025-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or otherwisedecreased 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), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant completed to the proviso satisfaction of the first sentence L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of this clause 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 2025-1 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 (cwhich shall comply with Sections 2.07(a) and (i)) and, (1) 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 that (based, with respect to any Lender directly affected thereby has elected not to permit such renewal or (2) from portion of the Series 2025-1 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 2025-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2025-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any Lender written statement, paper or Borrower that one document believed by it to be genuine and correct and to have been signed or more sent by the proper Person or Persons of the applicable conditions specified 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 6 are 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 2025-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2025-1 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 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 then satisfiedbe 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 that 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 would violate Subsection 3.1.
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 L/C Provider or a Person selected by (dat the expense of the L/C Provider) Each the Co-Issuers shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit issued by an satisfies the L/C Issuing Lender shall be deemed to constitute a utilization Bank Rating Test (the L/C Provider (or such Affiliate of the Commitments, and shall be participated L/C Provider) in (its capacity as more fully described in the following Subsection 3.4) issuer of such Letter of Credit or such other Person selected by the Lenders in accordance Co-Issuers being referred to as the “L/C Issuing Bank” with their respective Commitment Percentagesrespect to such Letter of Credit). All Letters The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit issued hereunder shall be denominated in Dollars and shall be issued for if the account Person is a U.S. commercial bank that has, at the time of the applicable Borrower 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 (if “BBB” from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf beneficiary of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each such proposed Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this AgreementCredit.
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (Dominos Pizza Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(asubsection 3.9(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the such Issuing LenderBank; provided that no Issuing Bank shall have any obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations at such time would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the Standby Letter of Credit Outstandings at such time would exceed $125,000,000, (iii) the 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 $300,000,000 the Foreign L/C Commitment Sublimit at such time, or (iiiv) the Aggregate Outstanding Extensions of Credit of all the Revolving Credit Lenders at such time would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by Borrowing Base at such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.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 the reasonable judgment of the 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 (iA) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporationa Subsidiary, contingent or otherwise, including, without limitation, except as provided in clause (e) hereof, to support letters of credit and the reimbursement obligations attendant thereto issued pursuant to or under the Existing DIP Agreement which finance or otherwise arise in connection with are then outstanding on the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation Effective Date (a “"Standby Letter of Credit”"), or (iiB) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Parent Borrower, any Borrower and its Subsidiaries in the ordinary course of its Restricted Subsidiaries or any Related Corporation business (a “Commercial L/C”"Trade Letter of Credit"), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause
(Bii) below, the Administrative Agent, expire no later than the earlier of (A) one year five Business Days prior to the Termination Date (unless the Administrative Agent has received and maintains cash Collateral in an amount equal to 103% of the maximum amount available to be drawn under any such Letter of Credit for which the Borrower has requested an expiry date after its date the Termination Date, in which event the expiry of issuance any such Letter of Credit may extend beyond the Termination Date) and (B) one year after the fifth (5th) Business Day prior to the Termination Date; date of issuance thereof, provided that, notwithstanding subject to clause (A) above, any extension Letter of Credit may, at the request of the Termination Date pursuant 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 Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a the Borrower and the beneficiary of such Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a such Letter of Credit will not be renewed, in which case such Letter of Credit may, at the option of the Borrower, provide that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance beneficiary of such Letter of Credit) by giving prior notice Credit will be entitled to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of draw on such Letter of Credit at any time to an extended expiry date not later than during the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day thirty days prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if expiry thereof.
(xc) such Issuing Lender has determined that it would have no obligation at such time to issue such Each Letter of Credit in its renewed form under shall be subject to the terms hereof (by reason Uniform Customs and, to the extent not inconsistent therewith, the law of the provisions Commonwealth of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1Massachusetts.
(d) Each No Issuing Bank shall at any time be obligated to issue any Letter of Credit issued by an hereunder if such issuance would conflict with, or cause such Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary Bank or any Related CorporationL/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(e) Unless otherwise agreed by On the applicable Issuing Lender Effective Date, all letters of credit and the Parent Borrowerreimbursement obligations attendant thereto issued by Fleet under the Existing DIP Agreement which are then outstanding shall be, each Letter of Credit shall be governed byfrom and after such date, deemed to be, and shall be construed in accordance withbecome for all purposes, the laws Letters of the State of New YorkCredit with Reimbursement Obligations attendant thereto issued pursuant to, and to the extent not prohibited by such lawsbe outstanding under, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection subsection 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, collectively, the “Letters of Credit”") for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that no the Issuing Lender shall not issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1, $10,000,000 or (ii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Revolving Credit of all the Revolving Credit Lenders would exceed the lesser of (x) the Revolving Credit Commitments of all the Revolving Credit Lenders and (y) the Borrowing Base then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) . Each Letter of Credit shall be denominated in Dollars and shall be either (ix) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, Borrower and its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, incurred in the ordinary course of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation business (a “"Standby Letter of Credit”"), or (iiy) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, Borrower or any of its Restricted Subsidiaries or any Related Corporation in the ordinary course of business (a “"Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit"), (ii) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than expire on the earlier of (i) one one-year from after the date of such renewal issuance and (ii) the fifth (5th) five Business Day Days prior to the Termination Date; , provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such a one-year Letter of Credit in its may be renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise)for additional one-year periods, or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant but may not be extended beyond five days prior to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1Termination Date.
(db) Each Letter of Credit issued by an Issuing Lender shall be deemed subject to constitute a utilization of the CommitmentsUniform Customs and, and shall be participated in (as more fully described in to the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance withextent not inconsistent therewith, the laws of the State of New York, and to .
(d) As of the extent not prohibited by such lawsEffective Date, the ISP letters of credit listed on Schedule 3.1 shall apply be deemed to each standby Letter have been issued hereunder and be deemed to be Letters of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreementfor all purposes hereof.
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L/C Commitment. (a) The Existing Letters of Credit issued under the Existing Credit Agreement prior to the Closing Date, if any, will, from and after the Closing Date, be deemed to be Letters of Credit issued under this Agreement on the Closing Date. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(aSection 2.82.9(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue, amend or extend any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Sublimit, (ii) the L/C Obligations in respect aggregate amount of Letters of Credit the Available Revolving Commitments would exceed $300,000,000 be less than zero or (iii) the Aggregate Outstanding Credit amount of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of at such time attributable to Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) . Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date that is five Business Day Days prior to the Revolving Termination Date; , provided thatthat 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, unless on or prior to such date, such Letter of Credit is cash collateralized in an amount equal to 105% of the face amount of such Letter andof Credit and on such other terms reasonably satisfactory to the Administrative Agent and the applicable Issuing Lender, it being understood and agreed that if the Administrative Agent and the applicable Issuing Lender agree to permit a Letter of Credit to expire after the Revolving Termination Date, notwithstanding any extension provision of this Agreement to the contrary, each L/C Participant’s participation in such Letter of Credit will terminate on the Revolving Termination Date pursuant and such L/C Participants will have no further obligations to Subsection 2.8, unless otherwise agreed, no the Issuing Lenders after the Revolving Termination Date).
(b) No Issuing Lender shall be obligated to issue a issue, amend or extend any Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b)if such issuance would conflict with, if the Borrower Representative so requests in or cause such Issuing Lender or any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree Participant to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that exceed any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agentlimits imposed by, any Lender restriction, reserve or Borrower that one capital or more liquidity requirement of the any applicable conditions specified in Section 6 are not then satisfied, or that the issuance Requirement of such Letter of Credit would violate Subsection 3.1Law.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
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L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(asubsection 5.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that no the Issuing Lender shall not issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero, (iii) the Dollar Equivalent of the aggregate outstanding principal amount of Multicurrency Loans, Local Currency Loans and L/C Obligations attributable to Letters of Credit denominated in any currency other than Dollars would exceed the Multicurrency Sublimit, (iv) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed its Issuing Lender Commitment or (v) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the Issuing Lender with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to subsection 2.19(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit Sublimit then proposed to be issued or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such that Letter of Credit is a Commercial and all other L/C.
(b) C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, Available Foreign Currency or any Related Corporationother currency acceptable to the Issuing Lender, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) have a commercial letter face amount of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation at least $1,000,000 (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender) and (iii) expire (or be subject to termination by notice from the Issuing Lender and, in to the case of clause (Bbeneficiary thereof) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) that is five Business Day Days prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no .
(b) The Issuing Lender shall not at any time be obligated to issue a any Letter of Credit that expires beyond if such issuance would conflict with, or cause the non-extended Termination DateIssuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter Letters of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit issued under the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with Existing Credit Facilities and outstanding on the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders Closing Date shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for under this Agreement on the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related CorporationClosing Date.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
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L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Subsection Section 3.4(a), agrees to continue under this Agreement for the account of the Borrowers the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Third Amendment Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the applicable any Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on account of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Commitment Period but in no event later than the fifth (5th) day 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers L/C Obligations would exceed the applicable limitations set forth in Subsection 2.1aggregate L/C Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit would exceed $300,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect; provided, further, that no Issuing Lender shall be required to (but may, in its sole discretion) issue, renew, amend or extend any Letter of Credit if (x) after giving effect thereto, the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (y) in the case of Barclays and Deutsche Bank AG New York Branch, such Letter of Credit is a Commercial L/C.
(b) C Commitment; provided further that Barclays Bank PLC shall only be required to issue standby Letters of Credit. Each Letter of Credit shall (i) be denominated in Dollars an Agreed Currency and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (Ax) one year after the first anniversary of its date of issuance and (By) the fifth (5th) date that is five Business Day Days prior to the Termination Date; provided that, notwithstanding any extension of the Revolving Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal 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 in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender, the applicable Borrower shall not be required to make ; provided that any Letter of Credit with a specific request to such Issuing Lender one-year term may provide for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above unless such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior is cash collateralized or backstopped on terms reasonably satisfactory to the Termination Date; provided that such applicable Issuing Lender).
(a) The Issuing Lender shall not permit at any time be obligated to issue any Letter of Credit if such renewal if issuance (xi) would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) would violate one or more policies of such Issuing Lender has determined that it would have no obligation at applicable to letters of credit generally or (iii) except as otherwise agreed by the Administrative Agent and such time to issue Issuing Lender, such Letter of Credit is in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1an initial amount less than $250,000.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as the Borrower Representative, on behalf of the Borrowers, is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each Commercial L/C. The ISP shall not in any event apply to this Agreement.
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