L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lenders, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lenders; provided, that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. 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 that is five (5) 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); provided, 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 any Letter of Credit if (i) 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 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a2.8(a), agree agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount Total Revolving Extensions of Credit then outstanding would exceed (A) the Senior Debt Limit at such time or (B) the Borrowing Base then in effect, (iii) the Available Revolving Commitments of the Lenders would be less than zerothe greater of (A) zero or (B) the Unused Borrowing Base, or (iv) if (x) the Letter of Credit is requested to be issued on or after the Extension Date and (y) 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 Dollars, and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date, provided, 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, however no Issuing Lender shall have any obligation to (x) issue trade or commercial (as opposed to standby) . All Letters of Credit without its consent or (y) issue any Letter of outstanding under the Existing Credit in an amount in excess of its Revolving Percentage Agreement as of the L/C Commitment.
(b) The Issuing Lenders Closing Date shall not at any time be obligated to issue any Letter of Credit if (i) 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 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed deemed to be issued or that Letter and outstanding under this Agreement as of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionClosing Date.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree agrees to issue trade letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during from the Closing Date through but not including the Revolving Commitment Period Credit Termination Date in such form as may be approved from time to time by the such Issuing LendersLender; provided, that the applicable no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or (iib) the aggregate principal amount of outstanding Revolving Credit Loans, plus the Available aggregate principal amount of L/C Obligations would exceed the Revolving Commitments would be less than zeroCredit Commitment. Each Letter of Credit shall (i) be denominated in Dollars and Dollars, (ii) be a trade letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than two hundred twenty-five (225) days from the earlier of (x) the first anniversary of its date of issuance thereof and (yiv) the date that is five (5) Business Days prior be subject to the Revolving Termination DateUniform Customs and, providedto the extent not inconsistent therewith, that any Letter the laws 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, however no State of New York. 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 any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law Credit shall also include extensions or one or more policies modifications of such Issuing Lender instituted in good faith now or hereafter in effect and applicable to letters any existing Letters of credit generally or (ii) any Lender is at that time a Defaulting LenderCredit, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the applicable Issuing Lender (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) during the Availability Period for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Total Revolving Extensions of Credit would exceed the L/C Commitment or (ii) Line Cap, subject to the aggregate amount authority of the Available Revolving Commitments would be less than zeroAdministrative Agent, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.3. 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 (or such longer period as agreed to by the applicable Issuing Lender in its sole discretion) and (y) the date that is five (5) Business Days prior to the Revolving Termination Date, provided, 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) aboveabove 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); provided, however no Issuing Lender shall have any obligation to (x) issue trade or commercial (as opposed to standby) . No more than 20 Letters of Credit without its consent or (y) issue shall be outstanding at any Letter of Credit in an amount in excess of its Revolving Percentage of the L/C Commitmenttime.
(ba) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if the issuance of such Letter of Credit would (i) result in such issuance would Issuing Lender’s L/C Obligations exceeding such Lender’s L/C Commitment, (ii) violate one or more policies of the Issuing Lender applicable to letters of credit generally or (iii) conflict with, or cause any the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or one or more policies 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 instituted ▇▇▇▇▇▇’s L/C Commitment in effect at the time of such request, and each Issuing ▇▇▇▇▇▇ agrees to consider any such request in good faith now or hereafter 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 applicable 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 letters be Letters of credit generally or (ii) Credit for all purposes under this Agreement, without any Lender is at that time a Defaulting Lenderfurther action by the Borrower, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the applicable Issuing Lender (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all any other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionPerson.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lenders, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree to issue letters of credit (“Letters of Credit”) for the account of the Borrower (and on behalf of the Borrower or any Subsidiary or Homebuilding Joint Venture) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLenders acting reasonably; provided, provided that the applicable no Issuing Lender shall have no obligation be obligated to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of such Issuing Lender would exceed the amount set forth under the heading “Amount of L/C Commitment” next to such Issuing Lender’s name on Schedule 1.1A attached hereto, (ii) the L/C Obligations would exceed the L/C Commitment or (iiiii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $5,000 (unless otherwise agreed by the relevant Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to 364 days after the Revolving Termination Date, provided, provided (A) 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) and (B) at least 90 days prior to the Termination Date, however no Issuing Lender Borrower shall have any obligation to (x) issue trade or commercial (as opposed to standby) the extent of the balance, replace outstanding Letters of Credit without its consent or (y) issue any Letter with letters of Credit in credit issued pursuant to another facility and/or deposit an amount equal to 100% of such balance in excess of its Revolving Percentage cash in a cash collateral account established with Administrative Agent for the benefit of the L/C CommitmentLenders on terms and conditions satisfactory to Administrative Agent.
(b) The No Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section subsection 3.4(a), agree agrees to continue under this Agreement for the account of the 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 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 a Borrower is a co-applicant and jointly and severally liable thereunder) any Restricted Subsidiary 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 LendersLender; 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 would exceed the applicable limitations set forth in subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $20.035.0 million or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the L/C Commitment Commitments of all the Revolving Credit Lenders then in effect.; provided, further that in the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, no Issuing Lender shall be required to issue or arrange for such Letter of Credit to the extent (x) the Defaulting Lender’s Letter of Credit Exposure with respect to such Letter of Credit has not been reallocated pursuant to Section 4.15(d) or (iiy) such Issuing Lender has not otherwise entered into arrangements reasonably satisfactory to it and Borrowers to eliminate its risk with respect to the aggregate amount participation in such Letter of Credit of the Available Revolving Commitments would be less than zero. 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, in an aggregate principal amount no less than $50,000 and shall be either (i) be denominated a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance or otherwise arise in Dollars connection with the working capital and business needs of the Parent Borrower or its Restricted Subsidiaries, and for general corporate purposes, of the Parent Borrower or any of its Restricted Subsidiaries (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 (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 (xA) the first anniversary of one year after its date of issuance and (yB) the date that is five (5) 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); provided, 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 any Letter of Credit if (i) 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 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.fifth
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Letters of Credit 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 (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 that is five (5) Business Days prior to the Revolving Termination Date, provided, 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, 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 however, that any Letter of Credit in an amount in excess which is a commercial letter of credit shall expire no later than 180 days after its Revolving Percentage date of the L/C Commitmentissuance.
(b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersBank, in reliance on the agreements of the other Lenders set forth in Section 3.4(asubsection 3.9(a), agree agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing LendersBank; provided, provided that the applicable no Issuing Lender Bank shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations at such time would exceed the L/C Commitment or Commitment, (ii) the Aggregate Revolving Credit Outstandings at such time would exceed the aggregate amount of the Available 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 issued in currencies other than Dollars would exceed the Foreign L/C Commitment Sublimit at such time. Each Continuing Letter of Credit shall be less 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) a Letter of Credit for all purposes hereof (other than zerosubsection 3.7) and the other Loan Documents and (y) a Commercial Letter of Credit or a 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 (A) a standby letter of credit issued to support obligations of the Borrower or a Subsidiary, contingent or otherwise (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit"), and
(ii) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Credit Termination DateDate and (B) one year after the date of issuance thereof, providedprovided that, that subject to clause (A) above, any Letter of Credit with a one-year term may provide for may, at the renewal request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional one-period of one year periods (unless the Issuing Bank which shall in no event extend beyond the date referred to in clause (y) above); provided, 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 issued such Letter of Credit in an amount in excess shall have given prior written notice to the Borrower and the beneficiary of its Revolving Percentage such Letter of the L/C CommitmentCredit that such Letter of Credit will not be renewed.
(bc) The Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(d) No Issuing Lenders Bank shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any such Issuing Lender Bank or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
Sources: Credit Agreement (Kmart Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section subsection 3.4(a), agree agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall not have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zerozero or (iii) the aggregate principal amount of L/C Obligations, Revolving Credit Loans and Overdraft Advances then outstanding would exceed the Revolving Credit Commitments at such time. 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 that which is five (5) Business Days prior to the Scheduled Revolving Credit Termination Date, provided, 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, 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) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
Sources: Credit Agreement (CSC Parent Corp)
L/C Commitment. (ai) Subject to the terms and conditions hereof, the each Issuing Lenders, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree Bank agrees to issue or amend letters of credit (including Letters of 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 Borrower Company on any Business Day during the Revolving Extended Tranche Commitment Period in such form as may shall be approved from time reasonably acceptable to time by the such Issuing LendersBank; provided, that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued or amended if, after giving effect to such issuance, thereto (i) the L/C Obligations aggregate amount of the Exposure would exceed the L/C Commitment or aggregate amount of the Commitments, (ii) the aggregate amount of the Available Revolving Commitments Original Tranche Exposure would be less than zero. Each Letter exceed the aggregate amount of Credit shall the Original Tranche Commitments, (i) be denominated in Dollars and (ii) expire no later than the earlier of (xiii) the first anniversary aggregate amount of its date the Extended Tranche Exposure would exceed the aggregate amount of issuance and the Extended Tranche Commitments, (yiv) the date that is five (5) Business Days prior sum of the aggregate outstanding amount of the Extended Tranche Loans and the aggregate amount of L/C Obligations attributable 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, 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 expiring after the Original Tranche Termination Date would exceed the aggregate amount of the Extended Tranche Commitments, (yv) issue any Letter of Credit in an the aggregate 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 any Letter of Credit if (i) such issuance Obligations would conflict with, or cause any Issuing Lender or any L/C Participant 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 $50,000,000 or (iivi) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery aggregate amount of Cash Collateral, satisfactory to the applicable Issuing Lender (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionrespect of Standby Letters of Credit would exceed $10,000,000.
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, the each Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree agrees to issue at the request of the Borrower letters of credit (each a “Letters Letter of Credit”) for the account of the Borrower any Group Member on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that (i) the Issuing Lenders; providedBorrower shall not request, that the applicable and no Issuing Lender shall have no obligation be required to issue issue, any Letter of Credit if, if after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in OptionalL/C 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 Obligations 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 Commitment 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 aggregate amount Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the Available Revolving Commitments would be less than zeroaccount of any other Group Member. Each Letter of Credit shall (ix) be denominated in Dollars or, if agreed by the applicable Issuing Lender, any OptionalL/C Foreign Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is five one year after the date of issuance of such Letter of Credit and (5B) Business Days thirty (30) days prior to the Revolving Termination Date, Date then in effect; provided, that any Letter of Credit with a one-year term tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (y) aboveB); provided. If agreed by an Issuing Lender, 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 issued by such Issuing Lender may have an expiration date that exceeds one year (ybut in all events expires no later than thirty (30) issue days prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit in an if the aggregate face amount in excess of its Revolving Percentage all such Letters of Credit outstanding on the L/C Commitmentdate of such request and giving effect to the proposed issuance would exceed the Dollar Equivalent of $10,000,000.
(b) The An Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
Sources: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower or (so long as the Borrower is a co-applicant with respect to any such Letter of Credit) any of its Restricted Subsidiaries on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations (including the Dollar Equivalent of any L/C Obligations outstanding in any currency other than Dollars) would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or another L/C Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date, provided, 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, 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 Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or one or more policies Law.
(c) The parties hereto agree that, on the Closing Date, the Existing Letters of Credit will automatically, without any further action on the part of any Person, be deemed to be Letters of Credit on the Closing Date for the account of the Borrower. Without limiting the foregoing, on the Closing Date, (i) each such Issuing Lender instituted Existing Letter of Credit shall be included in good faith now or hereafter in effect and applicable to letters the calculation of credit generally or the L/C Obligations, (ii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery all liabilities of Cash Collateral, satisfactory to the applicable Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate and the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) other Loan Parties with respect to the Defaulting Lender arising from either the Letter such Existing Letters of Credit then proposed shall constitute Obligations and (iii) each Revolving Lender shall have reimbursement obligations with respect to be issued or that Letter such Existing Letters of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect provided in its sole discretionSection 3.4.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other L/C Tranche Lenders set forth in Section 3.4(a), agree agrees to issue (or cause its Applicable Lending Office to issue) letters of credit and bank guarantees (each a “Letters Letter of Credit”) under the L/C Tranche Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderspurpose thereof; provided, that the applicable (i) no Applicable Account Party shall request, and no Issuing Lender shall have no obligation be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Obligations Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit would exceed the Total L/C Tranche Commitment then in effect, (C) 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 aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Commitments would be less account of an Applicable Account Party (other than zerothe Company). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is one year after the date of issuance of such Letter of Credit and (B) five (5) Business Days prior to the Revolving Termination Date, Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), 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; provided, further that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit may have a tenor of longer than one year so long as 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 terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, however no Issuing Lender that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall have be released to the Loan Party or Applicable Account Party, as applicable, at any obligation time and from time to (x) issue trade or commercial (as opposed to standby) Letters of Credit without time upon its consent or (y) issue any Letter of Credit in an amount in excess of its Revolving Percentage of the L/C Commitmentrequest therefor.
(b) The No Issuing Lenders Lender shall not at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit if (i) such issuance would conflict with, or cause any such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
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, the each Issuing LendersLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section Subsection 3.4(a), agree agrees to continue under this Agreement for the account of the 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 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 a Borrower is a co-applicant and jointly and severally liable thereunder) any Restricted Subsidiary on any Business Day during the Revolving Commitment Period but in no event later than the 5th day prior to the Termination Date in such form as may be approved from time to time by the Issuing LendersLender; 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 would exceed the applicable limitations set forth in Subsection 2.1 (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 the L/C Commitment or $50,000,000 or, (iiiii) 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 (iv) the Available Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments would be less than zero. of all the Revolving Credit Lenders then in effect.
(b) Each Letter of Credit shall (i) 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, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower and its Restricted Subsidiaries incurred in the ordinary course of 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 or any of its Restricted Subsidiaries in the ordinary course of business (a “Commercial L/C”), and unless otherwise agreed by the Administrative Agent expire no later than the earlier of (xA) the first anniversary of one year after its date of issuance and (yB) the date that is five (5) 5th Business Days Day prior to the Revolving Termination Date; provided that, providednotwithstanding any extension of the Termination Date pursuant to Subsection 2.8, 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); providedunless otherwise agreed, however 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 obligation time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the 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 trade or commercial (as opposed to standby) Letters such Letter of Credit without in its consent renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) issue 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 in an amount in excess of its Revolving Percentage of the L/C Commitmentwould violate Subsection 3.1.
(bd) The Issuing Lenders shall not at any time be obligated to issue any Each Letter of Credit if (i) such issuance would conflict with, or cause any 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 any L/C Participant to exceed any limits imposed by, any in the respective Designated Foreign Currency requested by the Borrower Representative and shall be issued for the account of the 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 Borrower 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 if required by the applicable Issuing Lender (in its sole discretionLender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionany Restricted Subsidiary.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and -------------- conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower on any ----------------- Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing -------- Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zerozero or (iii) the Total Revolving Extensions of Credit at such time would exceed the Borrowing Base at such time. 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 that which is five (5) Business Days prior to the Scheduled Revolving Credit Termination Date, provided, 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, 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) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire have a term until expiry (or, if such Letter of Credit contemplates time drafts, a term through the maximum time draft period) ending no later than the earlier of (x) the first anniversary of its date of issuance (except with the consent of the Majority Facility Lenders in respect of the Revolving Facility) and (y) the date that is five (5) Business Days prior to the Scheduled Revolving Termination Date, provided, provided that any Letter of Credit with a one-year term may provide for the renewal thereof thereof, with or without notice from the Issuing Lender, for additional one-successive periods of up to one year periods each (which shall in no event extend beyond the date referred to in clause (y) above); provided, 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 Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
Sources: Credit Agreement (Oci Holdings Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section Subsection 3.4(a), agree 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 LendersLender; 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 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 Commitment Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Sublimit or (iiy) in the aggregate amount case of the Available Revolving Commitments would be less than zero. 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 (xA) the first anniversary of one year after its date of issuance and (yB) the date that is five fifth (55th) Business Days Day prior to the Revolving Termination Date; provided that, providednotwithstanding any extension of the Termination Date pursuant to Subsection 2.8, 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); providedunless otherwise agreed, however 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 obligation 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 trade or commercial (as opposed to standby) Letters such Letter of Credit without in its consent renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or (y) issue 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 in an amount in excess of its Revolving Percentage of the L/C Commitmentwould violate Subsection 3.1.
(bd) The Issuing Lenders shall not at any time be obligated to issue any Each Letter of Credit if (i) such issuance would conflict with, or cause any 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 L/C Participant 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 Related Corporation.
(iie) 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 Unless otherwise agreed by the applicable Issuing Lender (in its sole discretion) with and the Borrower or such Lender to 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 Parent Borrower, each Letter of Credit then proposed shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to be issued or that the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and all other the Uniform Customs shall apply to each Commercial L/C Obligations as C. The ISP shall not in any event apply to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionthis Agreement.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lenders, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree Lender agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the applicable Issuing Lender, any Group Member) on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed the Total L/C Commitment Commitments at such time or (ii) the aggregate amount of the Available Revolving Commitments would be less than zerozero at such time, or (ii) an Overadvance would exist at such time. Each Except as otherwise agreed by the Issuing Lender and the Administrative Agent in their sole discretion, 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 that is five (5) Business Days prior to the Revolving Termination Letter of Credit Maturity Date, provided, provided that (i) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which which, except as otherwise agreed by the Issuing Lender and the Administrative Agent in their sole discretion, shall in no event extend beyond the date referred to in clause (y) above); provided, however no ) and (ii) in the event that the Issuing Lender shall have any obligation and the Administrative Agent agree to (x) issue trade or commercial (as opposed to standby) Letters of Credit without its consent or (y) issue any a Letter of Credit with an expiration date that is after the Letter of Credit Maturity Date, such Letter of Credit shall be required to be Cash Collateralized on or prior to the Letter of Credit Maturity Date in an amount in excess of its Revolving Percentage equal to 105% of the L/C CommitmentExposure attributable to such Letter of Credit in accordance with Section 3.10. Each Letter of Credit shall be denominated in 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 converted into Dollars from time to time by the Issuing Lender and upon any drawing under such Letter of Credit.
(b) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if if:
(i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law Law;
(ii) any order, judgment or one decree of any Governmental Authority or more policies of such arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender instituted in good faith now from issuing, amending or hereafter in effect and reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (iifor which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (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 the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender;
(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $25,000; or
(vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash CollateralCollateral pursuant to Section 3.10, satisfactory to the applicable Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that such Letter of Credit and all other L/C Obligations Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lenders, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree Bank agrees to issue or amend letters of credit (including Letters of 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 Borrower Company on any Business Day during the Revolving Commitment Period in such form as may shall be approved from time reasonably acceptable to time by the such Issuing LendersBank; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued or amended if, after giving effect to such issuance, thereto (i) the aggregate amount of the Revolving Exposures would exceed the aggregate 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), (iiiv) the aggregate US Dollar Equivalent Amount of L/C Obligations in respect of Standby Letters of Credit would exceed $25,000,000, (v) the aggregate amount of the Available Revolving Commitments Foreign Currency Exposure would be less than zero. Each Letter of Credit shall exceed the Available Foreign Currency Exposure Cap or (ivi) 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 that is five (5) 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); provided, however no Issuing Lender an Extension Permitted Amendment shall have any obligation to (x) issue trade or commercial (become effective as opposed to standby) Letters of Credit without its consent or (y) issue any Letter of Credit provided in an amount in excess of its Revolving Percentage subsection 2.15, the portion of the L/C Commitment.
(b) The Issuing Lenders Obligations attributable to Letters of Credit expiring after the Maturity Date in effect prior to such Extension Permitted Amendment shall not at any time be obligated exceed the aggregate Commitments that have been extended to issue any Letter a date after the expiration date of Credit if (i) 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 or one or more policies the last of such Issuing Lender instituted in good faith now or hereafter in effect and applicable to letters 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionCredit.
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, the each Issuing LendersLender, in reliance on the agreements of the other L/C Tranche Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit and bank guarantees (each a “Letters Letter of Credit”) under the L/C Tranche Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderspurpose thereof; provided, that the applicable (i) no Applicable Account Party shall request, and no Issuing Lender shall have no obligation be required to issue issue, any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender's L/C Obligations Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit would exceed the Total L/C Tranche Commitment then in effect, (C) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt would exceed the Borrowing Base at such date, (D) the Total Consolidated GMF Exposure would exceed $4 billion or (E) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total L/C Tranche Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total L/C Tranche Commitments then in effect and (ii) the aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Commitments would be less account of an Applicable Account Party (other than zerothe Company). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is one year after the date of 509265-1725-11432-13209999 issuance of such Letter of Credit and (B) five (5) Business Days prior to the Revolving Termination Date, Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), 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) above)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 applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, however no Issuing Lender that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall have be released to the Loan Party or Applicable Account Party, as applicable, at any obligation time and from time to (x) issue trade or commercial (as opposed to standby) Letters of Credit without time upon its consent or (y) issue any Letter of Credit in an amount in excess of its Revolving Percentage of the L/C Commitmentrequest therefor.
(b) The No Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any such Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) (x) upon the request of the U.S. Borrower, for the account of the Borrower U.S. Borrower, any Domestic Subsidiary or any Canadian Subsidiary, in each case on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the L/C Obligations in respect of Letters of Credit issued by it would exceed $20,000,000, (iii) the aggregate amount of the Available Revolving Commitments would be less than zerozero or (iv) with respect to any Lender, the sum of (x) the Swingline Exposure of such Lender (in its capacity as the Swingline Lender (if applicable) and a Revolving Lender), (y) the aggregate principal amount of the Dollar Equivalent of the outstanding Revolving Loans made by such Lender and (z) the L/C Exposure of such Lender would exceed its Revolving Commitment then in effect. Each Letter of Credit shall (i) (x) be denominated in 509265-2072-11662-ACTIVE.44337519 Dollars or an Acceptable Foreign Currency and (iiy) expire no later than the earlier of (x1) the first anniversary of its date of issuance and (y2) the date that is five (5) Business Days prior to the Revolving Termination Date, provided, 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 (y2) above); provided, 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 provided further that any Letter of Credit in an amount in excess of its may (notwithstanding clause (2) or the immediately preceding proviso above) expire after the date that is five Business Days prior to the Revolving Percentage of the L/C Commitment.
(b) The Issuing Lenders shall not at any time be obligated to issue any Letter of Credit if (i) 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 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 Termination Date so long as the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the applicable Issuing Lender (in its sole discretion) with the Borrower or approved such Lender to 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 expiration date and such Letter of Credit then proposed is cash collateralized or otherwise backstopped in a manner reasonably acceptable to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionat least eight Business Days prior to the Revolving Termination Date.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(asubsection 4.4(a), agree agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the applicable Issuing LendersLender; provided, provided that the applicable an Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) such Issuing Lender’s Revolving Extensions of Credit shall exceed its Revolving Credit Commitment or (iiiii) the aggregate amount of Aggregate Revolving Credit Outstandings would exceed the Available Aggregate Revolving Commitments would be less than zeroCredit Commitments. 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 that is five (5) one Business Days Day prior to the Revolving Termination Date, provided, that any unless all the Lenders have approved the expiry date of such 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, however no Issuing Lender or such Letter of Credit shall have any obligation been cash collateralized in a manner acceptable to (x) issue trade or commercial (as opposed to standby) the applicable Issuing Lender. The Existing Letters of Credit without its consent or (y) issue any Letter will be deemed Letters of Credit in an amount in excess of its Revolving Percentage of issued on the L/C CommitmentClosing Date for all purposes hereunder.
(b) The No Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any such Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
Sources: Credit Agreement (Henry Schein Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree agrees to issue at the request of the Borrower letters of credit (each a “Letters Letter of Credit”) for the account of the Borrower any Group Member on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that (i) the Issuing Lenders; providedBorrower shall not request, that the applicable and no Issuing Lender shall have no obligation be required to issue issue, any Letter of Credit if, if after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in 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 Obligations 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 Commitment 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 aggregate amount Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the Available Revolving Commitments would be less than zeroaccount of any other Group Member. Each Letter of Credit shall (ix) be denominated in Dollars or, if agreed by the applicable Issuing Lender, any Optional Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is five one year after the date of issuance of such Letter of Credit and (5B) Business Days thirty (30) days prior to the Revolving Termination Date, Date then in effect; provided, that any Letter of Credit with a one-year term tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (y) aboveB); provided. If agreed by an Issuing Lender, 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 issued by such Issuing Lender may have an expiration date that exceeds one year (ybut in all events expires no later than thirty (30) issue days prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit in an if the aggregate face amount in excess of its Revolving Percentage all such Letters of Credit outstanding on the L/C Commitmentdate of such request and giving effect to the proposed issuance would exceed the Dollar Equivalent of $5,000,000.
(b) The An Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Marriott Vacations Worldwide Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree agrees to 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 “Letters Letter of Credit”) under the Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderspurpose thereof; provided, that the applicable (i) no Applicable Account Party shall request, and no Issuing Lender shall have no obligation be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Obligations Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Commitment 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 aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Commitments would be less account of an Applicable Account Party (other than zerothe Company). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is one year after the date of issuance of such Letter of Credit and (B) five (5) Business Days prior to the Revolving Termination Date, Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), 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; provided, further, that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit may have a tenor of longer than one year so long as 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 terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, however no Issuing Lender that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall have be released to the Loan Party or Applicable Account Party, as applicable, at any obligation time and from time to (x) issue trade or commercial (as opposed to standby) Letters of Credit without time upon its consent or (y) issue any Letter of Credit in an amount in excess of its Revolving Percentage of the L/C Commitmentrequest therefor.
(b) The No Issuing Lenders Lender shall not at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit if (i) such issuance would conflict with, or cause any such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
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, the Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(asubsection 4.4(a), agree agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or or, (ii) such Issuing Lender’s Revolving Extensions of Credit shall exceed its Revolving Credit Commitment or (iii) the aggregate amount of Aggregate Revolving Credit Outstandings would exceed the Available Aggregate Revolving Commitments would be less than zeroCredit Commitments. 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 that is five (5) one Business Days Day prior to the Revolving Termination Date, provided, that any unless all the Lenders have approved the expiry date of such 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, however no Issuing Lender or such Letter of Credit shall have any obligation been cash collateralized in a manner acceptable to (x) issue trade or commercial (as opposed to standby) the Issuing Lender. The Existing Letters of Credit without its consent or (y) issue any Letter will be deemed Letters of Credit in an amount in excess of its Revolving Percentage of issued on the L/C CommitmentClosing Date for all purposes hereunder.
(b) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
Sources: Credit Agreement (Henry Schein Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit and, with the consent of such Issuing Lender, letters of guarantee (each a “Letters Letter of Credit”) under the Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderspurpose thereof; provided, that the applicable (i) no Applicable Account Party shall request, and no Issuing Lender shall have no obligation be required to issue issue, any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender's L/C Obligations Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Commitment 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 aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Commitments would be less account of an Applicable Account Party (other than zerothe Company). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is one year after the date of issuance of such Letter of Credit and (B) five (5) Business Days prior to the Revolving Termination Date, Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), 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) above)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 applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, however no Issuing Lender that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall have be released to the Loan Party or Applicable Account Party, as applicable, at any obligation time and from time to (x) issue trade or commercial (as opposed to standby) Letters of Credit without time upon its consent or (y) issue any Letter of Credit in an amount in excess of its Revolving Percentage of the L/C Commitmentrequest therefor.
(b) The No Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any such Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
L/C Commitment. (a) 3.1.1 Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Revolving A Lenders set forth in Section 3.4(a)3.4.1, agree agrees to issue letters of credit (“"Revolving A Letters of Credit”") for the account of the any Unrestricted Borrower on any Business Day during from the Revolving Commitment Period 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 the such Issuing LendersLender; provided, that the applicable no Issuing Lender shall have no obligation to issue issue, amend, extend or renew any Revolving A Letter of Credit if, after giving effect to such issuance, amendment, extension or renewal, (ia) the Revolving A L/C Obligations would exceed the L/C 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 B Lenders set forth in Section 3.4.2, agrees to issue letters of credit ("Revolving B 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 B Letter of Credit 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 principal amount of outstanding Revolving B Credit Loans, (ii) the aggregate principal amount of Revolving ▇ ▇/C Obligations and (iii) the Dollar Equivalent of the aggregate principal amount of the Available Competitive Bid Loans made under the Revolving Commitments B Credit Facility, would exceed the Aggregate Revolving B Commitment or (c) the Outstanding Foreign Currency Credit Exposure would exceed $150,000,000. Each Revolving B Letter of Credit shall be less than zero. denominated in 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 (ia) be denominated in Dollars and a letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, contingent or otherwise, (iib) expire no on a date not later than one year after the date of issuance thereof and not later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five (5) Business Days prior to the Revolving Termination Specified Maturity Date, providedand (c) be subject to the Uniform Customs and, that any Letter to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (State in which shall in no event extend beyond the date referred corporate headquarters of the relevant Issuing Lender is located or such other jurisdiction as is acceptable to in clause (y) above); provided, however no the relevant Issuing Lender. 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 any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law Credit shall also include extensions or one or more policies modifications of such Issuing Lender instituted in good faith now or hereafter in effect and applicable to letters any existing Letters of credit generally or (ii) any Lender is at that time a Defaulting LenderCredit, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the applicable Issuing Lender (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (Brinks Co)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Three-Year Revolving Lenders set forth in Section 3.4(a2.11(a), agree agrees to issue letters of credit (“together with the Existing Letters of Credit”, the "Letters of Credit") for the account of the Borrower Company (and, on a joint and several basis, any applicable Subsidiary Borrower), on any Business Day during the Three-Year Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment Sublimit or (ii) the aggregate amount of the Available Three-Year Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or a Foreign Currency, (ii) have a face amount of at least $100,000 or the Foreign Currency Equivalent thereof (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Three-Year Revolving Termination Date, provided, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-periods of up to one year periods (which shall in no event extend beyond the date referred to in clause (y) above); provided, however no Issuing Lender shall have any obligation to . The letters of credit identified on Schedule 2.8 (x) issue trade or commercial (as opposed to standby) the "Existing Letters of Credit without its consent or (yCredit") issue any Letter shall be deemed to be "Letters of Credit in an amount in excess Credit" issued on the Closing Date for all purposes of its Revolving Percentage of this Agreement and the L/C Commitmentother Loan Documents.
(b) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or one or more policies of such Law.
(c) The Issuing Lender instituted in good faith now or hereafter in effect may be replaced at any time by written agreement among the Company, the Administrative Agent, the replaced Issuing Lender and applicable 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 Letters of credit generally or Credit to be issued thereafter and (ii) references herein to the term "Issuing Lender" shall be deemed to refer to such successor or to any Lender is at that time a Defaulting previous Issuing Lender, unless or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of an Issuing Lender has entered into arrangementshereunder, including the delivery of Cash Collateral, satisfactory to the applicable replaced Issuing Lender (in its sole discretion) with shall remain a party hereto and shall continue to have all the Borrower or such rights and obligations of an Issuing Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) under this Agreement with respect to the Defaulting Lender arising from either the Letter Letters of Credit then proposed issued by it prior to such replacement, but shall not be issued or that Letter required to issue additional Letters of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionCredit.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree agrees to issue at the request of the Borrower letters of credit (each a “Letters Letter of Credit”) for the account of the Borrower any Group Member on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that (i) the Issuing Lenders; providedBorrower shall not request, that the applicable and no Issuing Lender shall have no obligation be required to issue issue, any Letter of Credit if, if after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in 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 Obligations 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 Commitment 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 aggregate amount Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit issued for the Available Revolving Commitments would be less than zeroaccount of any other Group Member. Each Letter of Credit shall (ix) be denominated in Dollars or, if agreed by the applicable Issuing Lender, any Optional Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is five one year after the date of issuance of such Letter of Credit and (5B) Business Days thirty (30) days prior to the Revolving Termination Date, Date then in effect; provided, that any Letter of Credit with a one-year term tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (y) aboveB); provided. If agreed by an Issuing Lender, 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 issued by such Issuing Lender may have an expiration date that exceeds one year (ybut in all events expires no later than thirty (30) issue days prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit in an if the aggregate face amount in excess of its Revolving Percentage all such Letters of Credit outstanding on the L/C Commitmentdate of such request and giving effect to the proposed issuance would exceed the Dollar Equivalent of $3,000,000.
(b) The An Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
Sources: Credit Agreement (Marriott Vacations Worldwide Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) Credit for the account of the Borrower on any Business Day during from the Closing Date through but not including the Revolving Commitment Period Credit Maturity Date in such form as may be approved from time to time by the Issuing LendersLender; provided, that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or Commitment, (iib) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Available Revolving Commitments would be less than zeroCredit Commitment. Each Letter of Credit shall (i) be denominated in Dollars and in a minimum amount acceptable to the Issuing Lender; (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (xi) the first anniversary of one (1) year after its date of issuance and (yii) the date that is five fifth (55th) Business Days Day prior to the Revolving Termination DateCredit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP 98, provided, that any Letter of Credit with a one-year term may provide for as set forth in the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above); provided, however no Issuing Lender shall have any obligation to (x) issue trade Application 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 any Letter of Credit if (i) 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 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 determined by the Issuing Lender has entered into arrangementsand, including the delivery of Cash Collateral, satisfactory to the applicable Issuing Lender extent not inconsistent therewith, the laws of the State of North Carolina or (in its sole discretionc) with the Borrower or such Lender to 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 then proposed to and its Subsidiaries would no longer be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.pro forma
Appears in 1 contract
Sources: Credit Agreement (Veridian Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, issuance (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zerozero or (iii) the Total Revolving Extensions of Credit would exceed the sum of (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 that which is five (5) Business Days prior to the Revolving Credit Termination Date, provided, 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, 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.. 57
(b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
Sources: Credit Agreement (Nebraska Book Co)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree agrees to 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 “Letters Letter of Credit”) under the Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderspurpose thereof; provided, that the applicable (i) no Applicable Account Party shall request, and no Issuing Lender shall have no obligation be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Obligations Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Commitment 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 aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Commitments would be less account of an Applicable Account Party (other than zerothe Company). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is one year after the date of issuance of such Letter of Credit and (B) five (5) Business Days prior to the Revolving Termination Date, Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), 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; provided, further, that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit may have a tenor of longer than one year so long as 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 terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, however no Issuing Lender that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall have be released to the Loan Party or Applicable Account Party, as applicable, at any obligation time and from time to (x) issue trade or commercial (as opposed to standby) Letters of Credit without time upon its consent or (y) issue any Letter of Credit in an amount in excess of its Revolving Percentage of the L/C Commitmentrequest therefor.
(b) The No Issuing Lenders Lender shall not at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit if (i) such issuance would conflict with, or cause any such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
Sources: 5 Year Revolving Credit Agreement (General Motors Co)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agree agrees to issue standby and, if agreed to by the applicable Issuing Lender, commercial letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Letter of Credit Commitment Period (provided, that until the Total Term Loan Extensions of Credit equals the Total Term Loan Commitments, Letters of Credit shall not be available to the Borrower hereunder) in such form as may be approved from time to time by the Issuing LendersLender; provided, that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of 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 an amount equal to the difference between (x) the Total Revolving Credit Commitments at such time and (y) $31,509,475 (or, during such times as the conditions set forth in Section 3.3.22 of the Disbursement Agreement have not been satisfied or waived, $36,509,475), (iv) if such 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 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 (x) the Total Revolving Credit Commitments at such time and (y) $5,000,000. 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 which is one year after the date of issuance and (y) the date that which is five (5) Business Days prior to the Scheduled Revolving Credit Termination Date, provided, provided that any Letter of Credit with a one-year term may provide for the renewal extension of the expiry date thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause subsection (y) above); provided, 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 any Letter of Credit if (i) 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 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Wynn Resorts LTD)
L/C Commitment. (a) Subject to the terms and conditions hereof, ------------------- each of the Issuing Lenders, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a4.3(a), agree agrees to issue letters of credit (“"Letters of Credit”") for the account of any of the Borrowers (the ----------------- Borrower for whose account such Letter of Credit shall have been issued, the "Account Party") on any Business Day during the Revolving Credit Commitment ------------- Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of -------- Credit for the account of any Borrower if, after giving effect to such issuance, issuance (i) the Dollar Equivalent of the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero, (iii) in the case of a Letter of Credit 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 (iv) 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 or any Optional Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five (5) Business Days prior to the Scheduled Revolving Credit Termination Date, provided, 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, 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 any Letter of Credit if (i) 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 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. 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 that which is five (5) Business Days prior to the Revolving Credit Termination Date, provided, 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. Upon satisfaction of all conditions precedent to the initial Loan hereunder, however no Issuing Lender shall have without 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 further action on the part of the Borrower, the Issuing Lender, the Administrative Agent or any L/C CommitmentParticipant, (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 of the Borrower for all purposes of this Agreement and the other Loan Documents.
(b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
Sources: Restructuring Credit Agreement (Imperial Sugar Co /New/)
L/C Commitment. (a) Subject On or after the Acquisition Effective Date, subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.8(a), agree agrees to issue standby letters of credit (“Letters of Credit”) not to exceed the L/C Commitment for the account of the Borrower on any Business Day during the Revolving Commitment Availability Period in such form as may be approved from time to time by such Issuing Lender, with the Issuing Lendersface 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, provided that the applicable no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the such Issuing Lender’s Available Revolving Commitments would be less than zero, or (iii) subject to Section 1.3 and 4.2(d), such issuance would cause the Dollar Amount of any Lender’s Revolving Credit Exposure and L/C Exposure, in each case denominated in Foreign Currencies, to exceed the Foreign Currency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars an Agreed Currency and (ii) expire no later than the earlier of (xA) the first anniversary of its date of issuance (unless otherwise agreed by the applicable Issuing Lender) and (yB) the date that is five (5) Business Days prior to the Revolving Termination Date, provided, ; 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 automatic renewals pursuant to in clause (y) aboveSection 3.6(b); provided, 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 . Each Letter of Credit in an amount in excess of its Revolving Percentage shall be governed by laws of the L/C CommitmentState 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 and shall be deemed issued under this Agreement on the Acquisition Effective Date.
(b) The No Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any 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 compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it and (iii) the issuance of the Letter of Credit would violate 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 generally. No Primary Issuing Lender has entered into arrangements, including shall be obligated to issue Letters of Credit in an aggregate face amount in excess at any time outstanding of the delivery of Cash Collateral, satisfactory to the applicable Primary Issuing Lender (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionSublimit.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) except as provided in Section 3.1(b) below, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date, provided, 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, 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) 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, 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 Section 3.9, 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 the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 3.9.
(c) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Lender and the Lenders, pursuant to the Guarantee and Collateral Agreement, a security interest in 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 be paid to the Borrower 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) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree agrees to 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 “Letters Letter of Credit”) under the Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderspurpose thereof; provided, that the applicable (i) no Applicable Account Party shall request, and no Issuing Lender shall have no obligation be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Obligations Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Commitment 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 aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Commitments would be less account of an Applicable Account Party (other than zerothe Company). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is one year after the date of issuance of such Letter of Credit and (B) five (5) Business Days prior to the Revolving Termination Date, Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), 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 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 may have a tenor of longer than one year so long as 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 terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, however no Issuing Lender that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall have be released to the Loan Party or Applicable Account Party, as applicable, at any obligation time and from time to (x) issue trade or commercial (as opposed to standby) Letters of Credit without time upon its consent or (y) issue any Letter of Credit in an amount in excess of its Revolving Percentage of the L/C Commitmentrequest therefor.
(b) The No Issuing Lenders Lender shall not at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit if (i) such issuance would conflict with, or cause any such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
Sources: 5 Year Revolving Credit Agreement (General Motors Co)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a3.04(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower Borrowers on any Business Day Day, during the period from and including the Closing Date to the earlier of (v) the date that is 30 days prior to the 2024 Extended Revolving Commitment Period 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 LendersLender; provided, that the applicable no Issuing Lender shall have no any obligation to issue any Letter of Credit if, immediately after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero, (iii) the Revolving Extensions of Credit of any Lender would exceed such ▇▇▇▇▇▇’s Revolving Credit Commitment or (iv) the L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender would exceed such Issuing ▇▇▇▇▇▇’s Fronting Cap. 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 that which is five (5) Business Days prior to the Revolving Credit Termination Date, provided, ; 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. Unless otherwise agreed by the applicable Issuing Lender, 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 issued shall only be standby Letters of Credit. All Amendment No. 14 Existing Letters of Credit in an amount in excess of its Revolving Percentage of the shall be deemed to have been issued pursuant hereto and deemed L/C CommitmentObligations, and from and after the Amendment No. 14 Effective Date shall be subject to and governed by the terms and conditions hereof.
(b) The No Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any such Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
Sources: Third Amended and Restated Credit Agreement (ENVIRI Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Sublimit, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero, (iii) the outstanding amount of the L/C Obligations of 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 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). 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 that is five (5) Business Days prior to the Revolving Termination Date, provided, 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, however no except to the extent that the Issuing Lender shall have any obligation to (x) issue trade or commercial (as opposed to standby) Letters has approved of Credit without its consent or (y) issue any such expiration date and the outstanding amount of L/C Obligations in respect of such requested Letter of Credit in an amount in excess of its Revolving Percentage of has been Cash Collateralized or backstopped pursuant to arrangements reasonably satisfactory to the L/C CommitmentIssuing Lender).
(b) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersBank, in reliance on the agreements of the other Lenders set forth in Section 3.4(asubsection 3.9(a), agree agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the such Issuing LendersBank; provided, provided that the applicable no Issuing Lender Bank shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations at such time would exceed the L/C Commitment or Commitment, (ii) the 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 Available 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 be less than zero. exceed the Foreign L/C Commitment Sublimit at such time, or (v) the Aggregate Outstanding Extensions of Credit at such time would exceed the Borrowing Base at such time.
(b) Each Letter of Credit shall shall:
(i) be denominated in Dollars or such other currency that as of the date of issuance thereof is in 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 (A) a standby letter of credit issued to support obligations of the Borrower or a Subsidiary, contingent or otherwise (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Trade Letter of Credit"), and
(ii) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving 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 the Termination Date, providedin which event the expiry of any such Letter of Credit may extend beyond the Termination Date) and (B) one year after the date of issuance thereof, that provided that, subject to clause (A) above, any Letter of Credit with a one-year term may provide for may, at the renewal request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional one-period of one year periods (or less unless the Issuing Bank which shall in no event extend beyond the date referred to in clause (y) above); provided, 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 issued such Letter of Credit shall have given at least sixty days prior written notice to the Borrower and the beneficiary of such Letter of Credit that such Letter of Credit will not be renewed, in an amount in excess which case such Letter of its Revolving Percentage Credit may, at the option of the L/C CommitmentBorrower, provide that the beneficiary of such Letter of Credit will be entitled to draw on such Letter of Credit at any time during the thirty days prior to the expiry thereof.
(bc) The Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the law of the Commonwealth of Massachusetts.
(d) No Issuing Lenders Bank shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any such Issuing Lender Bank or any L/C Participant 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 Law.
(e) On the Effective Date, all letters of credit generally and the reimbursement obligations attendant thereto issued pursuant to or (ii) any Lender is at that time a Defaulting Lenderunder the Existing DIP Agreement which are then outstanding shall be, unless the Issuing Lender has entered into arrangementsfrom and after such date, including the delivery of Cash Collateraldeemed to be and shall become for all purposes, satisfactory to the applicable Issuing Lender (in its sole discretion) with the Borrower or such Lender to 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 Letters of Credit then proposed with Reimbursement Obligations attendant thereto issued pursuant to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionoutstanding 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 the terms and conditions hereofSection 3.1 refuses to accept a Syndicated Letter of Credit, the Issuing LendersFronting Bank, in reliance on the agreements of the other Lenders set forth in Section 3.4(a)3.2(c) and subject to the other terms and conditions hereof, agree agrees to issue standby letters of credit (“Fronted Letters of Credit”) for the account of the Borrower on any Business Day during from the Revolving Commitment Period Closing Date to but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the Issuing LendersFronting Bank; provided, that (i) the applicable Issuing Lender Fronting Bank shall have no obligation to issue any Fronted Letter of Credit if, after giving effect to such issuance, (iA) the L/C Obligations would exceed the L/C Commitment or (iiB) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Available Revolving Commitments would Aggregate Commitment, (ii) an Additional Fronting Bank may only issue Fronted Letters of Credit under this Section 3.2(a) following compliance with Section 3.2(f) with respect to such Additional Fronting Bank, and (iii) no Additional Fronting Bank shall be less than zero. Each obligated to issue any Fronted 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 that is five (5) 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); provided, 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) hereunder. The Issuing Lenders Fronting Bank shall not at any time be obligated to issue any Fronted Letter of Credit hereunder if (i) such issuance would conflict with, or cause any Issuing Lender the Fronting Bank or any Fronted L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Law Credit shall also include extensions or one or more policies modifications of such Issuing Lender instituted in good faith now or hereafter in effect and applicable to letters any outstanding Letters of credit generally or (ii) any Lender is at that time a Defaulting LenderCredit, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the applicable Issuing Lender (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other L/C Tranche Lenders set forth in Section 3.4(a), agree agrees to issue (or cause its Applicable Lending Office to issue) letters of credit and bank guarantees (each a “Letters Letter of Credit”) under the L/C Tranche Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderspurpose thereof; provided, that the applicable (i) no Applicable Account Party shall request, and no Issuing Lender shall have no obligation be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Obligations Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit would exceed the Total L/C Tranche Commitment then in effect, (C) 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 aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Commitments would be less account of an Applicable Account Party (other than zerothe Company). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is one year after the date of issuance of such Letter of Credit and (B) five (5) Business Days prior to the Revolving Termination Date, Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), unless and to the extent that such Letter of Credit is 509265-1725-14038-Active.16338633 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; provided, further that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit may have a tenor of longer than one year so long as 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 terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, however no Issuing Lender that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall have be released to the Loan Party or Applicable Account Party, as applicable, at any obligation time and from time to (x) issue trade or commercial (as opposed to standby) Letters of Credit without time upon its consent or (y) issue any Letter of Credit in an amount in excess of its Revolving Percentage of the L/C Commitmentrequest therefor.
(b) The No Issuing Lenders Lender shall not at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit if (i) such issuance would conflict with, or cause any such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
Sources: 3 Year Revolving Credit Agreement (General Motors Co)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (together with any Existing Letter of Credit, “Letters of Credit”) for the account of the Borrower (and on behalf of the Borrower or any of its Subsidiaries or Joint Ventures) on any Business Day during the Revolving Commitment Period in such customary form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable 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 if, after giving effect to such issuance, (i) the L/C Obligations with respect to Letters of Credit issued by such Issuing Lender then outstanding would exceed its L/C Commitment then in effect (in the case of this clause (i), without the consent of such Issuing Lender), (ii) the L/C Commitment or Obligations would exceed the aggregate L/C Commitments then in effect, (iiiii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iv) the Availability would be less than zero. Each Letter of Credit shall (iA) be denominated in Dollars and (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to 364 days after the Revolving Termination Date, provided, ; provided that (I) 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) and (II) at least 60 days prior to the Termination Date, however no Issuing Lender shall have any obligation Borrower shall, to (x) issue trade or commercial (as opposed to standby) the extent of the balance, replace outstanding Letters of Credit without its consent or (y) issue any Letter and/or Cash Collateralize the outstanding Letters of Credit in an amount in excess of its Revolving Percentage equal to 100% of the outstanding L/C CommitmentObligations. Each Existing Letter of Credit shall be deemed, for all purposes of this Agreement (including Section 3.4 and Section 3.5), to be a Letter of Credit issued hereunder for the account of the Borrower. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of a Subsidiary or Joint Venture inures to the benefit of the Borrower and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiary or joint venture.
(b) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.10(a), agree agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Availability Period substantially in the form of Exhibit L or in such other form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date, provided, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) aboveabove may provide for automatic renewals pursuant to Section 3.8(b); provided, 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 . Each Letter of Credit in an amount in excess of its Revolving Percentage issued on a sight basis only and governed by laws of the L/C CommitmentState of New 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 Lenders Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any the 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 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 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 it and (iii) the issuance of the Letter of Credit would violate one or more policies of such the 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretiongenerally.
Appears in 1 contract
Sources: Credit Agreement (Microsemi Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Lenders L/C Participants set forth in Section 3.4(a2.20(d), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Five-Year Commitment Period in such form as may be approved from time to time by the applicable Issuing LendersLender; provided, provided that the applicable no Issuing Lender shall have no an obligation to issue any Letter of Credit ifto the extent that, after giving effect to such issuance, (i) the L/C Obligations would exceed the aggregate L/C 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 L/C Commitment or (iiiii) the aggregate amount of the Five-Year Available Revolving Commitments would be less than zero. 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 that is five (5) Business Days prior to the Revolving 2023 Extended Termination Date, provided, 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. Unless otherwise specified, however no all references herein to the amount of a Letter of Credit at any time shall be deemed to 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 such maximum face amount is in effect at such time. No Issuing Lender shall have any obligation hereunder to (x) issue trade or commercial (as opposed to standby) Letters 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 Commitmentcredit.
(bi) The Issuing Lenders shall not at any time be obligated to issue any Letter of Credit if to the extent (ia) 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 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 refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Amendment and Restatement Effective Date, or 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 or (c) the issuance of such Letter of Credit would violate one or more policies of such an Issuing Lender instituted in good faith now or hereafter in effect and applicable to letters of credit generally or generally.
(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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion[Reserved].
Appears in 1 contract
Sources: Competitive Advance and Revolving Credit Agreement (Tegna Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower or for the account of Holdings or any of its Restricted Subsidiaries (in which case the Borrower and Holdings or such Restricted Subsidiary, as applicable, shall be co-applicants with respect to such Letter of Credit) on any Business Day during the period commencing on the Closing Date and ending on the date that is five (5) Business Days prior to the Revolving Commitment Period Termination Date in such form as may be reasonably approved from time to time by the such Issuing LendersLender; provided, provided that the applicable no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) 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 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 to such Lender arising from either the Letter of Credit 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 amount of the Available Revolving Commitments would be less than zerozero or (iv) the outstanding L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed $8,750,000 less one-quarter of the Outstanding L/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 (the “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 (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance unless otherwise agreed by the Issuing Lender in its sole discretion and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that, providedif requested by the Borrower and acceptable to the applicable Issuing Lender, that any a Letter of Credit with a one-year term issued by such Issuing Lender may provide for the renewal thereof for additional one-one year periods containing an expiry date of more than twelve months after the date of issuance (which shall in no event extend beyond the date referred to in clause (y) above); providedabove (unless, however no Issuing Lender at least five Business Days prior to the then current expiry date, the Borrower shall have any obligation Cash Collateralize the L/C Obligations with respect to (x) issue trade or commercial (as opposed to standby) Letters of Credit without its consent or (y) issue any such Letter of Credit in an amount not less than the Minimum Collateral Amount applicable to such Letter of Credit)); provided, however, that (A) any such Letter of Credit shall permit such Issuing Lender to prevent any such renewal at least once in excess 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 at least 30 days (the “Nonrenewal Notice Date”) in each such twelve-month period at the time such Letter of Credit is issued and (B) such Issuing Lender shall not permit such renewal if it has received notice on or before the date that is seven Business Days before the Nonrenewal Notice Date from the Administrative Agent that the Majority Facility Lenders in respect of the Revolving Facility have elected not to permit such renewal. Each Letter of Credit shall be a standby letter of credit backing a performance or monetary obligation of the Borrower or any of its Revolving Percentage Subsidiaries (each a “Standby Letter of the L/C CommitmentCredit”).
(b) The No Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any Issuing Lender or any L/C Participant to exceed any limits imposed by, with 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
L/C Commitment. (axxii) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) (x) upon the request of the U.S. Borrower, for the account of the Borrower U.S. Borrower, any Domestic Subsidiary or any Canadian Subsidiary, in each case on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the L/C Obligations in respect of Letters of Credit issued by it would exceed $20,000,000, (iii) the aggregate amount of the Available Revolving Commitments would be less than zerozero or (iv) with respect to any Lender, the sum of (x) the Swingline Exposure of such Lender (in its capacity as the Swingline Lender (if applicable) and a Revolving Lender), (y) the aggregate principal amount of the Dollar Equivalent of the outstanding Revolving Loans made by such Lender and (z) the L/C Exposure of such Lender would exceed its Revolving Commitment then in effect. Each Letter of Credit shall (i) (x) be denominated in Dollars or an Acceptable Foreign Currency and (iiy) expire no later than the earlier of (x1) the first anniversary of its date of issuance and (y2) the date that is five (5) Business Days prior to the Revolving Termination Date, provided, 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 (y2) above); provided, 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 provided further that any Letter of Credit may (notwithstanding clause (2) or the immediately preceding proviso above) expire after the date that is five Business Days prior to the Revolving Termination Date so long as the Issuing Lender has approved such expiration date and such Letter of Credit is cash collateralized or otherwise backstopped in an amount in excess a manner reasonably acceptable to the Issuing Lender at least eight Business Days prior to the Revolving Termination Date.
(a) Subject to the terms and conditions hereof, each Existing Letter of its Revolving Percentage Credit shall, effective as of the L/C CommitmentRestatement Effective Date, and without further action by any Borrower, be continued as a Letter of Credit hereunder, and from and after the Restatement Effective Date shall be deemed to be a Letter of Credit for all purposes hereof and shall be subject to and governed by the terms and conditions hereof.
(b) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree agrees to issue commercial or standby letters of credit (“Letters of Credit”) for the account of the Borrower Borrowers on any Business Day during from the Revolving Commitment Period Closing Date through but not including the Termination Date in such form as may be approved from time to time by the Issuing Lenders; provided, that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or (iib) the aggregate amount Available Commitment of the Available Revolving Commitments any Lender would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars and Dollars, (ii) be a commercial or standby letter of credit issued to support obligations of any Borrower, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x1) the first anniversary Termination Date or (2) one year after the issuance of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date, provided, that any such Letter of Credit with a one-year term may provide for and (iv) be subject to the renewal thereof for additional one-year periods (which shall in no event extend beyond Uniform Customs and, to the date referred to in clause (y) above); providedextent not inconsistent therewith, however no the laws of the State of Maryland. The 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 any Letter of Credit hereunder if (ia) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law, or (b) if any Lender notifies the Issuing Lender, within two (2) Business Days after receipt of Law or one or more policies the Application therefor, of such Issuing Lender instituted in good faith now 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 also include extensions or hereafter in effect and applicable to letters modifications of credit generally or (ii) any Lender is at that time a Defaulting Lenderexisting Letters of Credit, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the applicable Issuing Lender (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section subsection 3.4(a), agree agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment $1,000,000 or (ii) the aggregate amount Aggregate Outstanding Revolving Credit of all the Available Revolving Credit Lenders would exceed the Revolving Credit Commitments would be less than zeroof all the Revolving Credit Lenders. Each Letter of Credit shall (i) be denominated either (x) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in Dollars the ordinary course of business (a "Standby Letter of Credit"), or (y) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit") and (ii) expire no later than on the earlier of (x) one year after the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date, provided, provided that any a one year Letter of Credit with a one-year term may provide for the renewal thereof be renewed for additional one-one year periods periods, but may not be extended beyond five days prior to the Termination Date.
(which b) Each Letter of Credit shall in no event extend beyond be subject to the date referred Uniform Customs and, to in clause the extent not inconsistent therewith, the laws of the State of New York.
(yc) above); provided, however no The Issuing Lender shall have not at any obligation to (x) issue trade or commercial (as opposed to standby) Letters of Credit without its consent or (y) time 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 any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other L/C Tranche Lenders set forth in Section 3.4(a), agree agrees to issue (or cause its Applicable Lending Office to issue) letters of credit and bank guarantees (each a “Letters Letter of Credit”) under the L/C Tranche Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderspurpose thereof; provided, that the applicable (i) no Applicable Account Party shall request, and no Issuing Lender shall have no obligation be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Obligations Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit would exceed the Total L/C Tranche Commitment then in effect, (C) 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 aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Commitments would be less account of an Applicable Account Party (other than zerothe Company). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is one year after the date of issuance of such Letter of Credit and (B) five (5) Business Days prior to the Revolving Termination Date, Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), 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; provided, further that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit may have a tenor of longer than one year so long as 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 terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, however no Issuing Lender that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall have be released to the Loan Party or Applicable Account Party, as applicable, at any obligation time and from time to (x) issue trade or commercial (as opposed to standby) Letters of Credit without time upon its consent or (y) issue any Letter of Credit in an amount in excess of its Revolving Percentage of the L/C Commitmentrequest therefor.
(b) The No Issuing Lenders Lender shall not at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit if (i) such issuance would conflict with, or cause any such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
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, the Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Sublimit, (ii) the aggregate amount of the Available Revolving Commitments would be less than zerozero or, (iii) the outstanding amount of the L/C Obligations of 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. 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 that is five (5) Business Days prior to the Revolving Termination Date, provided, 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, however no except to the extent that the Issuing Lender shall have any obligation to (x) issue trade or commercial (as opposed to standby) Letters has approved of Credit without its consent or (y) issue any such expiration date and the outstanding amount of L/C Obligations in respect of such requested Letter of Credit in an amount in excess of its Revolving Percentage of has been Cash Collateralized or backstopped pursuant to arrangements reasonably satisfactory to the L/C CommitmentIssuing Lender).
(b) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract
L/C Commitment. (a) (i) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Lenders L/C Participants set forth in Section 3.4(a2.3(e), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit ifto the extent that, after giving effect to such issuance, (i1) the L/C Obligations would exceed the L/C Commitment Commitment, (2) the Issuing Lender’s L/C Obligations then outstanding would exceed the L/C Sublimit of such Issuing Lender or (ii3) the aggregate amount of the Available Revolving Commitments would be less than zero; provided, further, that on the date of the Spin-Off, the Borrower shall have assumed from Parent the Letters of Credit listed on Schedule 2.3 hereto and each such Letter of Credit shall be considered a Letter of Credit issued pursuant to the terms of this Agreement. Each Letter of Credit shall (i1) be denominated in Dollars and (ii2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Maturity Date, provided, 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. Unless otherwise specified, however no Issuing Lender shall have any obligation all references herein to (x) issue trade or commercial (as opposed to standby) Letters the amount of Credit without its consent or (y) issue any a 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 shall be obligated deemed to issue any mean the maximum face amount of such Letter of Credit if (i) 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 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 (in its sole discretion) with the Borrower or such Lender to 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 all increases thereof contemplated by such Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual Application therefor, whether or potential Fronting Exposure, as it may elect not such maximum face amount is in its sole discretioneffect at such time.
Appears in 1 contract
Sources: Credit Agreement (Gannett Co., Inc.)
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)), the each Issuing LendersBank, in reliance on the agreements of the other Lenders Banks set forth in Section 3.4(a2.5(d), agree agrees to issue standby letters of credit (together with the Existing Letters of Credit, the “Letters of Credit”) for the account of the Borrower in support of obligations (including performance, bid and similar bonding obligations and credit enhancement) of the Borrower and its Affiliates on any Business Day during on or after the Revolving Commitment Period Closing Date and prior to the Termination Date in such form as may be approved from time to time by the such Issuing LendersBank; provided, provided that the applicable no Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (iA) the L/C Obligations would exceed the L/C Commitment or (iiB) the aggregate amount Total Outstanding Extensions of Credit then outstanding would exceed the Available Revolving Total Commitments would then in effect and provided, further, that neither JPMorgan Chase Bank, N.A. nor Bank of America, N.A. shall be less than zero. required, without the consent of such Issuing Bank, to issue Letters of Credit in excess of $100,000,000 at any time outstanding for each such Issuing Bank.
(iii) Each Letter of Credit shall (i) be denominated in Dollars and (ii) shall be a standby letter of credit issued to support obligations of the Borrower or any of its Affiliates, contingent or otherwise, and expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Maturity 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, 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.
(biv) The No Issuing Lenders Bank shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any such Issuing Lender Bank or any L/C Participant to exceed any limits imposed on such Issuing Bank 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree agrees to 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 “Letters Letter of Credit”) under the Domestic Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the Borrower “Applicable Account Party”) on any Business Day during the Revolving Commitment Period of such Issuing Lender in such form as may be approved from time to time by reasonable and customary for the Issuing Lenderspurpose thereof; provided, that the applicable (i) no Applicable Account Party shall request, and no Issuing Lender shall have no obligation be required to issue (or cause its Applicable Lending Office to issue), any Letter of Credit if, after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender (or any Applicable Lending Office thereof) would exceed such Issuing Lender’s L/C Obligations Commitment then in effect, (B) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit would exceed the L/C Commitment 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 aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Available Revolving Commitments would be less account of an Applicable Account Party (other than zerothe Company). Each Letter of Credit shall (ix) be denominated in Dollars or any Optional Currency and (iiy) expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is one year after the date of issuance of such Letter of Credit and (B) five (5) Business Days prior to the Revolving Termination Date, Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year term or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (yB), 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; provided, further, that, upon request of the Company and with the consent of the relevant Issuing Lender, a Letter of Credit may have a tenor of longer than one year so long as 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 terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, however no Issuing Lender that, so long as such 100% margin is maintained, the accrued interest or earnings on such Collateralization shall have be released to the Loan Party or Applicable Account Party, as applicable, at any obligation time and from time to (x) issue trade or commercial (as opposed to standby) Letters of Credit without time upon its consent or (y) issue any Letter of Credit in an amount in excess of its Revolving Percentage of the L/C Commitmentrequest therefor.
(b) The No Issuing Lenders Lender shall not at any time be obligated to issue (or cause its Applicable Lending Office to issue) any Letter of Credit if (i) such issuance would conflict with, or cause any such Issuing Lender (or any Applicable Lending Office thereof) or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
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, the each Issuing LendersLender, in reliance on the agreements of the other Tranche 1 Revolving Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the relevant Borrower on any Business Day during before the Revolving Commitment Period fifth Business Day prior to the Termination Date in such form as may be approved from time to time by the relevant Issuing LendersLender; provided, provided that the applicable such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Extensions of Credit of the Tranche 1 Lenders outstanding at such time would exceed the aggregate amount of Tranche 1 Revolving Commitments in effect at such time, (iii) the Total Revolving Extensions of Credit denominated in Canadian Dollars would be less than zeroexceed the Canadian Dollar Equivalent of US$150,000,000 or (iv) the Total Revolving Extensions of Credit denominated in Euros would exceed the Euro Equivalent of US$200,000,000. Each Letter of Credit shall (i) be denominated denominated, at the relevant Borrower’s option, in US Dollars, Euros or Canadian Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the latest Termination Date under the Tranche 1 Revolving Termination DateCommitments, provided, 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 in clause (y) above); provided, 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 An Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or one or more policies of contravene 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 (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure internal policies.
(after giving effect c) On the date on which a Change of Control shall occur, the relevant Borrower shall, with respect to Section 2.23(a)(iv)) outstanding L/C Obligations, deposit in a non-interest bearing account opened by 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 Defaulting Lender arising from either the Letter related Letters of Credit then proposed to be issued or that Letter Credit, and any remaining amounts in such account, after satisfaction of Credit and all other Obligations in respect of such L/C Obligations as Obligations, shall be returned to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionsuch Borrower.
Appears in 1 contract
Sources: Credit Agreement (Domtar CORP)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) during the Availability Period for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Total Revolving Extensions of Credit would exceed the L/C Commitment or (ii) Line Cap, subject to the aggregate amount authority of the Available Revolving Commitments would be less than zeroAdministrative Agent, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.3. 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 (or such longer period as agreed to by the applicable Issuing Lender in its sole discretion) and (y) the date that is five (5) Business Days prior to the Revolving Termination Date, provided, 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) aboveabove 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); provided, however no Issuing Lender shall have any obligation to (x) issue trade or commercial (as opposed to standby) . No more than 20 Letters of Credit without its consent or (y) issue shall be outstanding at any Letter of Credit in an amount in excess of its Revolving Percentage of the L/C Commitmenttime.
(b) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if the issuance of such Letter of Credit would (i) result in such issuance would Issuing Lender’s L/C Obligations exceeding such Lender’s L/C Commitment, (ii) violate one or more policies of the Issuing Lender applicable to letters of credit generally or (iii) conflict with, or cause any the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or one or more policies 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 instituted ▇▇▇▇▇▇’s L/C Commitment in effect at the time of such request, and each Issuing ▇▇▇▇▇▇ agrees to consider any such request in good faith now or hereafter 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 applicable 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 letters be Letters of credit generally or (ii) Credit for all purposes under this Agreement, without any Lender is at that time a Defaulting Lenderfurther action by the Borrower, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the applicable Issuing Lender (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all any other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionPerson.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit during the Issuing LendersSuspension Period (if any), other than any renewal or extension of existing Letters of Credit without increasing the dollar amount thereof; providedprovided further, that the applicable such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of such Issuing Lender would exceed the L/C Commitment of such Issuing Lender then in effect, or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) except as provided in Section 3.1(b) below, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date, provided, 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, 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) 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, 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 Section 3.9, 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 the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 3.9.
(c) The Borrower shall grant to the Administrative Agent for the benefit of each Issuing Lenders Lender and the Lenders, pursuant to the Guarantee and Collateral Agreement, a security interest in 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 not 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 Borrower 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 any such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law 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 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 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 Borrower hereunder or (iii) issuance of the Letter of Credit would violate 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 generally.
(iie) 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 Unless otherwise expressly agreed by the applicable Issuing Lender (in its sole discretion) with and the Borrower or such when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, no Issuing Lender shall be responsible to eliminate the Borrower for, and no Issuing Lender’s actual rights and remedies against the Borrower shall be impaired by, any action or potential Fronting Exposure (after giving effect inaction of such Issuing Lender required or permitted under any law, order, or practice that is required or permitted to Section 2.23(a)(iv)) with respect be applied to the Defaulting Lender arising from either the any Letter of Credit then proposed to be issued or that 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 all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposureterms of any Application, as it may elect in its sole discretionthe terms hereof shall control.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. 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 that is five (5) Business Days prior to the Revolving Termination Date, provided, 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, however no ) unless the Issuing Lender shall have any obligation provides notice of non-renewal to (x) issue trade or commercial (as opposed to standby) Letters the beneficiary of Credit without its consent or (y) issue any such Letter of Credit in an amount in excess of its Revolving Percentage of the L/C CommitmentCredit.
(b) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 Law. In the event the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory refuses to the applicable Issuing Lender (in its sole discretion) with the Borrower or such Lender to 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 issue a Letter of Credit then proposed based solely upon the provisions of this Section 3.1(b), the obligation of the Borrower to pay any unused commitment fee payable pursuant to Section 2.3 shall ▇▇▇▇▇, which abatement shall be issued or that Letter effective as of Credit the date of such refusal, and all other L/C Obligations shall continue until such time as to which the Issuing Lender has actual or potential Fronting Exposure, notifies the Borrower in writing that it is able to issue Letters of Credit as it may elect in its sole discretionprovided herein.
Appears in 1 contract
Sources: Credit Agreement (Labor Ready Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower Borrowers on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or in a Designated Foreign Currency, (ii) be either (A) a standby letter of credit issued to support obligations of the Company or a Subsidiary, contingent or otherwise or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Company or its Subsidiaries in the ordinary course of business (the letters of credit described in the preceding clauses (A) and (iiB), "Letters of Credit") and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five (5) Business Days prior to the Revolving Credit Termination Date, provided, 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, 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) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Sublimit, (ii) the aggregate amount of the Available Revolving Commitments would be less than zerozero or (iii) the outstanding amount of the L/C Obligations of 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). 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 that is five (5) Business Days prior to the Revolving Termination Date, provided, 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, however no except to the extent that the Issuing Lender shall have any obligation to (x) issue trade or commercial (as opposed to standby) Letters has approved of Credit without its consent or (y) issue any such expiration date and the outstanding amount of L/C Obligations in respect of such requested Letter of Credit in an amount in excess of its Revolving Percentage of has been Cash Collateralized or backstopped pursuant to arrangements reasonably satisfactory to the L/C CommitmentIssuing Lender).
(b) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Tranche 1 Revolving Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the relevant Borrower on any Business Day during before the Revolving Commitment Period fifth Business Day prior to the Termination Date in such form as may be approved from time to time by the relevant Issuing LendersLender; provided, provided that the applicable such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Extensions of Credit of the Tranche 1 Lenders outstanding at such time would exceed the aggregate amount of Tranche 1 Revolving Commitments in effect at such time, (iii) the Total Revolving Extensions of Credit denominated in Canadian Dollars would be less than zeroexceed the Canadian Dollar Equivalent of US$150,000,000 or (iv) the Total Revolving Extensions of Credit denominated in Euros would exceed the Euro Equivalent of US$200,000,000. Each Letter of Credit shall (i) be denominated denominated, at the relevant Borrower’s option, in US Dollars, Euros or Canadian Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the latest Termination Date under the Tranche 1 Revolving Termination DateCommitments, provided, 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 in clause (y) above); provided, 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 An Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or one or more policies Law.
(c) On the date on which a Change of Control shall occur, the relevant Borrower shall, with respect to outstanding L/C Obligations, deposit in a non-interest bearing account opened by the Administrative Agent, an amount of cash equal to such Issuing Lender instituted outstanding L/C Obligations, which amount held 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 (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lenderaccount shall be held as collateral security for such Borrower’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) Obligations with respect to the Defaulting Lender arising from either the Letter related Letters of Credit then proposed to be issued or that Letter Credit, and any remaining amounts in such account, after satisfaction of Credit and all other Obligations in respect of such L/C Obligations as Obligations, shall be returned to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionsuch Borrower.
Appears in 1 contract
Sources: Credit Agreement (Domtar CORP)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agree agrees 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 existing under the Original Credit Facility on the date hereof and described on Schedule 1.1-3, “Letters of Credit”) for the account of the Initial Borrower or the account of any of its Restricted Subsidiaries (provided that the Initial Borrower shall be an applicant, and be fully and unconditionally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary) on any Business Day during prior to the date that is thirty (30) days prior to the Revolving Commitment Period Termination Date in such form as may be approved from time to time by the Issuing Lenders; provided, provided that the applicable no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations -117- 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zerozero or (iii) the L/C Obligation of such Issuing Lender would exceed its L/C Sublimit. Each Letter of Credit shall (i) be denominated in Dollars and Dollars, (ii) have a stated amount acceptable to the relevant Issuing Lender, (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance issuance, or such longer period as is reasonably acceptable to the Issuing Lender, and (y) the date that is five three (53) Business Days prior to the Revolving Termination Date, provided, provided that any Letter of Credit with a one-year term the consent of the applicable Issuing Lender may 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, except to the extent the L/C Obligations under such Letter of Credit have been Cash Collateralized); provided, however no 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 continuing 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 Issuing Lenders, the Borrower Representative shall not be required to make a specific request to an Issuing Lender shall have for any obligation to (x) issue trade or commercial (as opposed to standby) Letters of Credit without its consent or (y) issue such extension. Once any Letter of Credit in an amount in excess has been issued that may be extended automatically pursuant to the foregoing, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Lenders to permit the extension of its such Letter of Credit, including to the date that is five (5) Business Days prior to the Revolving Percentage Termination Date. For the avoidance of doubt, the L/C Commitmentletters of credit identified on Schedule 1.1-3 shall be deemed Letters of Credit for all purposes under this Agreement.
(b) The No Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or one (ii) any order, judgment or more policies decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender instituted in good faith now from issuing such Letter of Credit, or hereafter in effect and any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or (ii) any Lender is at that time a Defaulting Lender, unless the such Letter of Credit in particular or shall impose upon such Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the applicable Issuing Lender (in its sole discretion) with the Borrower or such Lender to 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 such Letter of Credit then proposed to be issued any restriction, reserve or that Letter of Credit and all other L/C Obligations as to capital requirement (for which the such Issuing Lender has actual is not otherwise compensated hereunder) not in effect on the Effective Date, or potential Fronting Exposureshall impose upon such Issuing Lender any unreimbursed loss, as it may elect cost or expense which was not applicable on the Effective Date and which such Issuing Lender in its sole discretiongood ▇▇▇▇▇ ▇▇▇▇▇ material to it.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower Packard on any Business Banking Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, if (i) after giving effect to such issuance, (iA) the L/C Obligations would exceed the L/C Commitment or (iiB) the aggregate amount of the Available Revolving Credit Commitments would be less than zerozero or (ii) it has not received notice from the Administrative Agent that the issuance of such Letter of Credit will not violate clause (i) above. 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 that which is five (5) 30 Business Days prior to the Scheduled Revolving Credit Termination Date, provided, 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, 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) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower or for the account of Holdings or any of its Restricted Subsidiaries (in which case the Borrower and Holdings or such Restricted Subsidiary, as applicable, shall be co-applicants with respect to such Letter of Credit) on any Business Day during the period commencing on the Closing Date and ending on the date that is five (5) Business Days prior to the Revolving Commitment Period Termination Date in such form as may be reasonably approved from time to time by the such Issuing LendersLender; provided, provided that the applicable no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) 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 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 to such Lender arising from either the Letter of Credit 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 amount of the Available Revolving Commitments would be less than zerozero or (iv) the outstanding L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed $7,500,000 less 20% of the outstanding L/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 (the “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 (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance unless otherwise agreed by the Issuing Lender in its sole discretion and (y) the date that is five (5) Business Days prior to the Revolving Termination Date; provided that, providedif requested by the Borrower and acceptable to the applicable Issuing Lender, that any a Letter of Credit with a one-year term issued by such Issuing Lender may provide for the renewal thereof for additional one-one year periods containing an expiry date of more than twelve months after the date of issuance (which shall in no event extend beyond the date referred to in clause (y) above); providedabove (unless, however no Issuing Lender at least five Business Days prior to the then current expiry date, the Borrower shall have any obligation Cash Collateralize the L/C Obligations with respect to (x) issue trade or commercial (as opposed to standby) Letters of Credit without its consent or (y) issue any such Letter of Credit in an amount not less than the Minimum Collateral Amount applicable to such Letter of Credit)); provided, however, that (A) any such Letter of Credit shall permit such Issuing Lender to prevent any such renewal at least once in excess 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 at least 30 days (the “Nonrenewal Notice Date”) in each such twelve-month period at the time such Letter of Credit is issued and (B) such Issuing Lender shall not permit such renewal if it has received notice on or before the date that is seven Business Days before the Nonrenewal Notice Date from the Administrative Agent that the Majority Facility Lenders in respect of the Revolving Facility have elected not to permit such renewal. Each Letter of Credit shall be a standby letter of credit backing a performance or monetary obligation of the Borrower or any of its Revolving Percentage Subsidiaries (each a “Standby Letter of the L/C CommitmentCredit”).
(b) The No Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any Issuing Lender or any L/C Participant to exceed any limits imposed by, with 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Lenders L/C Participants set forth in Section 3.4(a2.20(d), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Five-Year Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit ifto the extent that, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Five-Year Available Revolving Commitments would be less than zero. 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 that is five (5) Business Days prior to the Revolving 2020 Extended Termination Date, provided, 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. Unless otherwise specified, however no Issuing Lender shall have any obligation all references herein to (x) issue trade or commercial (as opposed to standby) Letters the amount of Credit without its consent or (y) issue any a Letter of Credit at any time shall be deemed to 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 such maximum face amount is in an amount in excess of its Revolving Percentage of the L/C Commitmenteffect at such time.
(bi) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if to the extent (ia) that such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law 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 the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Amendment and Restatement Effective Date, or 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 or (c) the issuance of such Letter of Credit would violate one or more policies of such the Issuing Lender instituted in good faith now or hereafter in effect and applicable to letters of credit generally or generally.
(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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion[Reserved].
Appears in 1 contract
Sources: Competitive Advance and Revolving Credit Agreement (Tegna Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agree agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during from the Revolving Commitment Period Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the Issuing LendersLender; provided, that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or (iib) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Available Revolving Commitments would be less than zeroCredit Commitment. Each Letter of Credit shall (i) be denominated in Dollars and in a minimum amount of $100,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire no later than the earlier of of: (xA) the first anniversary of one (1) year after its date of issuance and or (yB) the date that is five fifth (55th) Business Days Day prior to the Revolving Termination DateMaturity Date and (iv) be subject to the Uniform Customs and/or ISP98, provided, that any as set forth in the Letter of Credit with a one-year term may provide for Application or as determined by the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above); provided, however no Issuing Lender shall have any obligation and, 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 the extent not inconsistent therewith, the laws of the L/C Commitment.
(b) State of North Carolina. The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Law Credit shall also include extensions or one or more policies modifications of such Issuing Lender instituted in good faith now or hereafter in effect and applicable to letters any existing Letters of credit generally or (ii) any Lender is at that time a Defaulting LenderCredit, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the applicable Issuing Lender (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (Blackbaud Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, -------------- the Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree agrees to issue standby and trade letters of credit (“the "Letters of Credit”") for the account of the Borrower on any Business Day during from the Closing Date to but excluding the Revolving Commitment Period Credit Termination Date in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C lesser of (i) the Aggregate Revolving Credit Commitment or less the sum of all outstanding Revolving Credit Loans, all outstanding Swingline Loans and all outstanding Competitive Bid Loans and (ii) the aggregate amount of the Available Revolving Commitments would be less than zeroL/C Commitment. Each Letter of Credit shall (i) be denominated in Dollars and in a minimum amount of $500,000, (ii) be a standby or trade letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business or to support the obligations of other Persons to which the Borrower or a Subsidiary provides credit support in the ordinary course of its business, (iii) expire on a date no later than the earlier of (x) the first anniversary of its date of issuance Revolving Credit Termination Date and (yiv) the date that is five (5) Business Days prior be subject to the Revolving Termination DateUniform Customs and, providedto the extent not inconsistent therewith, that any Letter the laws 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, however no Commonwealth of Virginia. The 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 any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law Credit shall also include extensions or one or more policies modifications of such Issuing Lender instituted in good faith now or hereafter in effect and applicable to letters any existing Letters of credit generally or (ii) any Lender is at that time a Defaulting LenderCredit, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the applicable Issuing Lender (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.8(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date, provided, ; provided that any Letter of Credit with a term not greater than 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) aboveaccordance with Section 3.5(b); provided, 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 Lender shall send a request for approval of renewal of any renewable Letter of Credit to the Administrative Agent no later than the earlier of (a) thirty days prior to the anniversary date of the date of the issuance of such Letter of Credit and (b) thirty days prior to any non-renewal notice date set forth in such Letter of Credit. If the Administrative Agent confirms that such renewal would not, after giving effect to such renewal, cause the Available Revolving Commitments to be less than zero (such confirmation to be delivered by the Administrative Agent to the Issuing Lender not less than twenty (20) days prior to (x) the anniversary date of the date of issuance of such Letter of Credit (in the event that Issuing Lender sent to the Administrative Agent the applicable request for confirmation pursuant to clause (a) of the immediately preceding sentence) or (y) the non-renewal notice date set forth in such Letter of Credit (in the event that the Issuing Lender sent to the Administrative Agent the applicable request for approval pursuant to clause (b) of the immediately preceding sentence). Notwithstanding the foregoing, in no event shall the term of any such renewed Letter of Credit extend beyond the date that is five Business Days prior to the Revolving Termination Date.
(c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 Law.
(iid) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory Notwithstanding anything to the applicable Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (contrary contained herein, no Letter of Credit may expire after January 27, 2013 if, after giving effect to Section 2.23(a)(iv)thereto, the aggregate Revolving Commitments of the Extending Lenders (including any Assuming Lenders) with respect to for the Defaulting Lender arising from either period following January 27, 2013 would be less than the Letter available amount of the Letters of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposureexpiring after January 27, as it may elect in its sole discretion2013.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Lenders L/C Participants set forth in Section 3.4(a2.20(d), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Five-Year Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit ifto the extent that, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Five-Year Available Revolving Commitments would be less than zero. 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 that is five (5) Business Days prior to the Revolving 2020 Extended Termination Date, provided, 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. Unless otherwise specified, however no Issuing Lender shall have any obligation all references herein to (x) issue trade or commercial (as opposed to standby) Letters the amount of Credit without its consent or (y) issue any a Letter of Credit at any time shall be deemed to 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 such maximum face amount is in an amount in excess of its Revolving Percentage of the L/C Commitmenteffect at such time.
(bi) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if to the extent (ia) that such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law 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 the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Amendment and Restatement Effective Date, or 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 or (c) the issuance of such Letter of Credit would violate one or more policies of such the Issuing Lender instituted in good faith now or hereafter in effect and applicable to letters of credit generally or generally.
(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 Pursuant to the applicable Issuing Lender (in its sole discretion) with Eighth Amendment, the Borrower or such Lender to 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 Existing Letters of Credit then proposed listed on Schedule 1.1C will automatically, without any further action on the part of any Person, be deemed to be issued or that Letter Letters of Credit and all other L/C Obligations as to which issued hereunder on the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionEighth Amendment Effective Date for the account of the Borrower.
Appears in 1 contract
Sources: Competitive Advance and Revolving Credit Agreement (Tegna Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Sublimit, (ii) the 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 any Letter of Credit 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 outstanding amount of the L/C Obligations of 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 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). 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 that is five (5) Business Days prior to the Revolving Termination Date, provided, 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, however no except to the extent that the Issuing Lender shall have any obligation to (x) issue trade or commercial (as opposed to standby) Letters has approved of Credit without its consent or (y) issue any such expiration date and the outstanding amount of L/C Obligations in respect of such requested Letter of Credit in an amount in excess of its Revolving Percentage of has been Cash Collateralized or backstopped pursuant to arrangements reasonably satisfactory to the L/C CommitmentIssuing Lender).
(b) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower or for the account of any Subsidiary (provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each such Letter of Credit issued for the account of such Subsidiary) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the applicable Issuing LendersLender; provided, provided that the applicable no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zerozero or (iii) such Issuing Lender would have issued Letters of Credit in an aggregate amount in excess of the amount set forth opposite its name on Schedule 3.1 (as such schedule may be updated from time to time with the consent of each Issuing Lender and the Borrower). 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 that is five (5) Business Days prior to the latest then applicable Revolving Termination Date, provided, 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, 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 Commitmentunder customary “evergreen” provisions.
(b) The No Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any such Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(asubsection 5.4(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit shall , (i) be denominated in Dollars and (ii) expire no later than the earlier of (xiii) the first anniversary Dollar Equivalent of its date the aggregate outstanding principal amount of issuance Multicurrency Loans, Local Currency Loans and (y) the date that is five (5) Business Days prior L/C Obligations attributable 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, 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 denominated in any currency other than Dollars would exceed the Multicurrency Sublimit, (yiv) 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 any Letter Obligations in respect of all Letters of Credit if (i) 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 or one or more policies of issued by such Issuing Lender instituted in good faith now or hereafter in effect and applicable to letters of credit generally would exceed its Issuing Lender Commitment or (iiv) 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 applicable Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(ivsubsection 2.19(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure. Each Letter of Credit shall (i) be denominated in Dollars or any Available Foreign Currency or any other currency acceptable to the Issuing Lender, as it may elect in its sole discretion(ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire (or be subject to termination by notice from the Issuing Lender to the beneficiary thereof) no later than the date that is five Business Days prior to the Termination Date.
(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) Letters of Credit issued under the Existing Credit Facilities and outstanding on the Closing Date shall be deemed to be issued under this Agreement on the Closing Date.
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L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the any Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the aggregate L/C Obligations would exceed the aggregate L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zerozero or (iii) the L/C Obligations of such Issuing Lender would exceed such Issuing Lender’s L/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 (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date, provided, Date unless such Letter of Credit is cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender; 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, 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 above unless such Letter of Credit in an amount in excess of its Revolving Percentage of is cash collateralized or backstopped on terms reasonably satisfactory to the L/C Commitmentapplicable Issuing Lender).
(ba) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if such issuance (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or Law, (ii) would violate 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 (iiiii) any Lender is at that time a Defaulting except as otherwise agreed by the Administrative Agent and such Issuing Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the applicable Issuing Lender (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect is in its sole discretionan initial amount less than $250,000.
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L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section subsection 3.4(a), agree agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment $10,000,000 or (ii) the aggregate amount Aggregate Outstanding Revolving Credit of all the Available Revolving Credit Lenders would exceed the lesser of (x) the Revolving Credit Commitments would be less than zeroof all the Revolving Credit Lenders and (y) the Borrowing Base then in effect. Each Letter of Credit shall be either (ix) be denominated a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in Dollars and the ordinary course of business (a "Standby Letter of Credit"), or (y) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit"), (ii) expire no later than on the earlier of (xi) one-year after the first anniversary of its date of issuance and (yii) the date that is five (5) Business Days prior to the Revolving Termination Date, provided, provided that any Letter of Credit with a one-year term Letter of Credit may provide for the renewal thereof be renewed for additional one-year periods (which shall in no event extend periods, but may not be extended beyond five days prior to the date referred to in clause (y) above); provided, 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 CommitmentTermination Date.
(b) The Issuing Lenders shall not at any time be obligated to issue any Each Letter of Credit if shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(id) such issuance would conflict withAs of the Effective Date, or cause any Issuing Lender or any L/C Participant 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 the 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 listed on Schedule 3.1 shall be deemed to the applicable Issuing Lender (in its sole discretion) with the Borrower or such Lender have been issued hereunder and be deemed to 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 be Letters of Credit then proposed to be issued or that Letter of Credit and for all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionpurposes hereof.
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L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, issuance (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zerozero or (iii) the Total Revolving Extensions of Credit would exceed the sum of (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 that which is five (5) Business Days prior to the Revolving Credit Termination Date, provided, 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, 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.. 57 52
(b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
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L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower Borrowers on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, German Deutschemarks, French Francs or British pounds and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five (5) Business Days prior to the Revolving Credit Termination Date, provided, provided that (A) 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, however no Issuing Lender shall have any obligation to ) and (xB) issue trade or commercial (as opposed to standby) Letters of Credit without its consent or (y) issue any Letter of Credit denominated in an amount a currency other than Dollars shall be issued and shall remain outstanding pursuant to procedures and on terms (including the effect of exchange rate fluctuations) to be agreed upon by the Borrowers and the Issuing Lender (which procedures and terms shall not be inconsistent with the procedures and terms of this Agreement). The Dollar equivalent (determined by the Administrative Agent in excess good faith according to customary methods and procedures) of its Revolving Percentage any Letter of Credit denominated in a currency other than Dollars shall be monitored at the discretion of the L/C CommitmentAdministrative Agent (but not less frequently than monthly); provided that the reimbursement obligations of the Revolving Credit Lenders shall be limited as set forth in Section 3.
(b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) The Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
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L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(asubsection 4.4(a), agree agrees to issue standby letters of credit (“Letters of Credit”) for the account of the theany Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the applicable Issuing LendersLender; provided, provided that the applicable an Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) such Issuing Lender’s Aggregate Revolving Extensions of Credit Outstandings shall exceed its Revolving Credit Commitment or (iiiii) the aggregate amount Aggregate Revolving Credit Outstandings of all Lenders would exceed the Available Aggregate Revolving Commitments would be less than zeroCredit Commitments. 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 that is five (5) one Business Days Day prior to the Revolving Termination Date, provided, that any unless all the Lenders have approved the expiry date of such 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, however no Issuing Lender or such Letter of Credit shall have any obligation been cash collateralized in a manner acceptable to (x) issue trade or commercial (as opposed to standby) the applicable Issuing Lender. The Existing Letters of Credit without its consent or (y) issue any Letter will be deemed Letters of Credit in an amount in excess of its Revolving Percentage of issued on the L/C CommitmentClosing Date for all purposes hereunder.
(b) The No Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any such Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
Sources: Credit Agreement (Henry Schein Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LendersLender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing LendersLender; provided, provided that the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the L/C Obligations, when added to the aggregate principal amount of the Available Revolving Commitments Loans and Swingline Loans then outstanding, would be less than zeroexceed the Maximum Outstanding Amount. Each Letter of Credit shall (i) be denominated in Dollars Dollars, Pounds Sterling, euros or Yen and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date, provided, 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, 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 Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any the Issuing Lender or any L/C Participant 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 Law.
(c) Letters of credit generally or (ii) any Lender is at that time a Defaulting Lender, unless issued and outstanding on the Issuing Lender has entered into arrangements, including Closing Date under the delivery of Cash Collateral, satisfactory to the applicable Issuing Lender (in its sole discretion) with the Borrower or such Lender to 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 Amended and Restated Letter of Credit then proposed to be issued or that Letter Reimbursement Agreement, dated as of November 21, 2005, between the Borrower and JPMorgan Chase Bank, N.A. (the “Existing Reimbursement Agreement”) shall become Letters of Credit and all other L/C Obligations as to which issued hereunder for the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionaccount of the Borrower on the Closing Date.
Appears in 1 contract
Sources: Credit Agreement (Loral Space & Communications Inc.)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower or for the account of any Subsidiary (provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each such Letter of Credit issued for the account of such Subsidiary) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the applicable Issuing LendersLender; provided, provided that the applicable no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L▇/C Commitment or ▇ ▇▇▇▇▇▇▇▇▇▇, (ii▇▇) the aggregate amount of the Available Revolving Commitments would be less than zerozero or (iii) such Issuing Lender would have issued Letters of Credit in an aggregate amount in excess of the amount set forth opposite its name on Schedule 3.1 (as such schedule may be updated from time to time with the consent of each Issuing Lender and the Borrower). 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 that is five (5) Business Days prior to the latest then applicable Revolving Termination Date, provided, 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, 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 Commitmentunder customary “evergreen” provisions.
(b) The No Issuing Lenders Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any such Issuing Lender or any L/C Participant 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLaw.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LendersBank, in reliance on the agreements of the other Lenders set forth in Section 3.4(a2.20(e), agree agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower or any of its Subsidiaries or Affiliates (or any Joint Venture, provided such Issuing Bank has received all documentation and other information required by regulatory authorities with respect to such Joint Venture under applicable “know your customer”, “beneficial ownership” and anti-money laundering rules and regulations, including with respect to the PATRIOT Act and Beneficial Ownership Regulation, in a form reasonably satisfactory to such Issuing Bank and the Administrative Agent) on any Business Day during the Revolving period from the Closing Date to the Commitment Period Termination Date of such Issuing Bank in such form as may be approved from time to time by the such Issuing LendersBank; provided, provided that the applicable no Issuing Lender Bank shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) without the consent of the applicable Issuing Bank, (A) in the case of any Principal Issuing Bank, the L/C Obligations with respect to Letters of Credit issued by such Principal Issuing Bank would exceed $50,000,000 or such other amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the L/C Sublimit) as may be agreed to by such Principal Issuing Bank and the Borrower in writing from time to time (with prompt notice to the Administrative Agent), and (B) in the case of any other Issuing Bank, the L/C Obligations with respect to Letters of Credit issued by such Issuing Bank would exceed such amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the L/C Sublimit) as may be agreed to by such Issuing Bank and the Borrower in writing from time to time (with prompt notice to the Administrative Agent), (ii) the outstanding amount of L/C Obligations would exceed the L/C Commitment Sublimit or (ii) the aggregate principal amount of the Total Extensions of Credit would exceed the aggregate amount of the Available Revolving Commitments, or (iii) in the event that the Commitment Termination Date shall have been extended pursuant to Section 2.21 with respect to some but not all of the Lenders, the portion of the L/C Obligations attributable to Letters of Credit with expiry dates after any Existing Commitment Termination Date will exceed the portion of the aggregate Commitments would be less than zeroattributable to the Commitments of the Lenders with respect to which the Commitment Termination Date shall have been extended beyond such Existing Commitment Termination Date. Each Letter of Credit shall (iA) be denominated in Dollars Dollars, (B) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Bank) and (iiC) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Commitment Termination DateDate of the applicable Issuing Bank, provided, 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, however no Issuing Lender shall have any obligation to (x) issue trade or commercial (as opposed to standby) . All Existing Letters of Credit without its shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. It is agreed that the Borrower shall have the right from and after the Closing Date to request that any letter of credit issued by a Principal Issuing Bank pursuant to documentation other than this Agreement be deemed (at any time during the Commitment Period of such Principal Issuing Bank) to constitute a Letter of Credit issued under this Agreement, and, provided that all requirements of this Agreement that would then be applicable to the issuance of such letter of credit if it were then being newly issued as a Letter of Credit hereunder are satisfied (including the satisfaction of the conditions precedent set forth in Section 4.2), and with the consent or (y) issue any of the applicable Principal Issuing Bank, such letter of credit shall be so deemed to constitute a Letter of Credit issued under this Agreement as fully as if it were then newly issued under this Agreement. The applicable Principal Issuing Bank shall provide the Administrative Agent with a copy of each such Letter of Credit in an amount in excess of its Revolving Percentage of the L/C Commitmentaccordance with Section 2.20(b) below.
(b) The Issuing Lenders shall not at any time be obligated to issue any Letter of Credit if (i) 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 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 (in its sole discretion) with the Borrower or such Lender to 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 then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract