L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) 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 (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) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 2 contracts
Sources: Credit Agreement (INC Research Holdings, Inc.), Credit Agreement (INC Research Holdings, Inc.)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(asubsection 3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; , provided that the 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 (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 and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) 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 that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. .
(b) Each Letter of Credit shall be governed by subject to the rules of the Uniform Customs or the ISP, as the case may be, and, to the extent not inconsistent therewith, the laws of the State 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)York.
(bc) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. To the extent that the Issuing Lender is not also the Administrative Agent it shall promptly provide notice to the Administrative Agent of any request for a Letter of Credit, the issuance thereof, any payments thereunder and reimbursements of such payments and any termination, expiration and amendment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Lin Tv Corp.), Credit Agreement (Lin Tv Corp.)
L/C Commitment. (a) From and after the Effective Date, each Existing Letter of Credit shall, subject to the terms and conditions hereof, constitute a Letter of Credit hereunder. Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby and commercial letters of credit (the letters of credit issued on and after the Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the Borrower on any Business Day on or after the Effective Date and during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall have no obligation to issue issue, amend, extend or renew any Letter of Credit (and no Existing Letter of Credit may become a Letter of Credit hereunder) if, after giving effect to such issuance, amendment, extension or renewal (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 and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) 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 Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 No Issuing Lender shall not at any time be obligated to issue issue, amend, extend or renew any Letter of Credit hereunder if such issuance issuance, amendment, extension or renewal would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 2 contracts
Sources: Credit Agreement (Pacific Gas & Electric Co), Credit Agreement (Pg&e Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LenderLender of a Class, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) three Business Days prior to the Revolving Termination DateDate (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder (or amend, renew or extend an outstanding Letter of Credit) if such issuance (or such amendment, renewal or extension) would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 2 contracts
Sources: Credit Agreement (Wesco Aircraft Holdings, Inc), Credit Agreement (Wesco Aircraft Holdings, Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit after the day that is 30 days before the Revolving Termination Date; provided, further, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ix) the L/C Obligations would exceed the L/C Commitment or (iiy) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) (1) if such Letter of Credit is a standby Letter of Credit, the date that is five (5) Business Days prior to the Revolving Termination Date, or (2) if such Letter of Credit is a commercial Letter of Credit, the date that is 30 days before the Revolving Termination Date and (iii) be payable upon presentation of sight drafts; provided provided, further, that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (yii) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) On the Closing Date, the Letters of Credit outstanding under the Existing Credit Agreement, as amended and restated hereby, shall be continued hereunder. A list of such existing Letters of Credit is set forth in Schedule 3.7.
Appears in 2 contracts
Sources: Credit Agreement (Donnelley R H Inc), Credit Agreement (Donnelley R H Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the a Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing LenderLender (it being understood that any commercial Letter of Credit shall provide for sight drafts and not bankers acceptances); provided that the no 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, (ii) unless otherwise agreed by the Administrative Agent and the relevant Issuing Lender, have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) 5,000 and (iii) 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 then latest 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 (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Existing Letter of Credit shall be governed by laws deemed to be issued pursuant to this Section 3.1(a) on the Restatement Effective Date (and for the avoidance of doubt, no Lender with a Non-Revolving Commitment, in its capacity as such, shall be deemed to have any participating interest in any Existing Letter of Credit from and after the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98Restatement Effective Date).
(b) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if:
(i) such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law; or
(ii) any Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, reasonably satisfactory to the Issuing Lender with the Borrower or such Lender to eliminate such Issuing Lender's actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) 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 such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 2 contracts
Sources: Credit Agreement (Charter Communications, Inc. /Mo/), Credit Agreement (Charter Communications, Inc. /Mo/)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LenderLender of a Class, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated denominated, in the case of the Dollar Revolving Commitments, in Dollars, or in the case of the Multicurrency Revolving Commitments, in Dollars or in any Agreed Foreign Currency and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) three Business Days prior to the Revolving Termination DateDate (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder (or amend, renew or extend an outstanding Letter of Credit) if such issuance (or such amendment, renewal or extension) would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw and Barclays Bank PLC shall not be obligated to issue any documentary or commercial letters of credit (as opposed to standby letters of credit) hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Wesco Aircraft Holdings, Inc), Credit Agreement (Wesco Aircraft Holdings, Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby cause one of its Affiliates that is a commercial bank to issue letters of credit (“Letters of Credit”) for the account of the Borrower Borrowers on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) 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 (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) Notwithstanding anything to the contrary herein, the Existing Letters of Credit for the account of or on behalf of the Lead Borrower that are outstanding on the Closing Date as listed on Schedule 3.1 shall be deemed to be Letters of Credit issued hereunder on the Closing Date.
Appears in 1 contract
Sources: Credit Agreement (Amedisys Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower (and on behalf of the Borrower or any of its Subsidiaries or joint ventures) on any Business Day during the Revolving Availability Commitment Period in such customary form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero, or (iii) the Borrowing Base Availability would be less than zero. Each Letter of Credit shall (iA) be denominated in Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) Dollars and (iiiB) 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 (I) that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above)) and (II) at least 60 days prior to the Termination Date, unless Borrower shall, to the extent of the balance, replace outstanding Letters of Credit and/or deposit an amount equal to the Minimum Collateral Amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. 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. On the date hereof, the letters of credit issued under the Original Credit Agreement set forth on Schedule 3.1 (collectively, the “Existing LCs”) shall be continued from the Original Credit Agreement under this Agreement and from and after the date hereof, notwithstanding any language to the contrary contained in any of the Existing LCs, the Existing LCs shall be deemed Letters of Credit issued under this Agreement, and Borrower shall execute such acknowledgments and agreements as Administrative Agent my reasonably request to evidence the foregoing. Each Lender from time to time party hereto, including each Lender which was not a lender under the Original Credit Agreement, each as an L/C Participant hereunder, hereby irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender electsunder the Existing LCs, on the terms and conditions set forth in its sole discretionSection 3.4 below, not for such L/C Participant’s own account and risk an undivided interest equal to extend for any such additional period; provided, further, that any Letter L/C Participant’s Percentage Interest in the Issuing Lender’s obligations and rights under and in respect of Credit that expires after each Existing LCs and the Revolving Termination Date shall be Cash Collateralized. Each Letter amount of Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to each draft paid by the respective Issuing Lender) and governed under The International Standby Practices (ISP98)Lender thereunder.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower or any Restricted Subsidiary on any Business Day during until 30 days prior to the Revolving Availability Period Termination Date in such form as may be approved from time to time by the such Issuing LenderBank; provided that the no Issuing Lender Bank shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations 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 and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) 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 (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. .
(b) Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State 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)York.
(bc) The Each Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(d) Each Issuing Bank shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each Issuing Bank shall have all of the benefits and immunities (i) provided to the Agents in Section 9 with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the Applications pertaining to such Letters of Credit as fully as if the term “Agents”, as used in Section 9, included the Issuing Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to each Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (Doane Pet Care Co)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.04(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) Credit for the account of the any Borrower (on behalf of such Borrower or on behalf of any other Subsidiary of Holdings other than Sears Canada) on any Business Day during the Revolving Availability Period period from the Effective Date until the Termination Date in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, if (i) after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate face amount of the Available requested Letter of Credit, when aggregated with all other then outstanding Revolving Extensions of Credit, shall not exceed the lesser of the Aggregate Commitments would and the Borrowing Base at such time; provided further that each Issuing Lender may, but shall not be less than zerorequired to, issue Letters of Credit such that the aggregate L/C Obligations attributable to all such outstanding Letters of Credit issued by such Issuing Lender exceed $500,000,000. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have Dollars or any other lawful foreign currency which is approved in writing on a face amount of at least $100,000 (unless otherwise agreed case by case basis by the Issuing Lender) Lender and the Agent in their sole and absolute discretion and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and issuance, or (y) subject to the provisions of Section 6.01(p), 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 (or a longer period if agreed which, subject to by the Issuing Lender but provisions of Section 6.01(p)) shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Application and each Letter of Credit shall be governed subject to the International Standby Practices (ISP 98) of the International Chamber of Commerce (in the case of Standby L/Cs) or the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce (in the case of Commercial L/Cs) and, to the extent not inconsistent therewith, the laws of the State 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)York.
(b) 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 the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or 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 Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) such issuance would violate one or more policies of the Issuing Lender applicable to letters of credit generally, or (iv) any Lender is at such time a Defaulting Lender or Deteriorating Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (the “Letters of Credit”) for the account of any of the Borrower Borrowers (to support such Borrower’s obligations or the obligations of any of its Subsidiaries) on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall not have no any obligation to issue any Letter of Credit for the account of any Borrower 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 amount of the Revolving Extensions of Credit owing by such Borrower would exceed the limit applicable to such Borrower set forth in Section 2.4(c). Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) 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 that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), Lender agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Letter of Credit Availability Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zeroCommitment at such time. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount or in the discretion of at least $100,000 (unless otherwise agreed by the Issuing Lender) , a Foreign Currency 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 Letter of Credit Maturity Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any . The Dollar Equivalent of each Letter of Credit that expires after the Revolving Termination Date denominated in Foreign Currency shall be Cash Collateralized. Each reported by the Issuing Bank to the Administrative Agent (unless the Administrative Agent is the Issuing Lender) promptly upon the issuance of such Letter of Credit shall be governed by laws and monthly within seven (7) Business Days prior to the end of each month (including the State month of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98issuance).
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if:
(i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable 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, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrowers, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied;
(iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender;
(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $100,000; or
(vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrowers or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual Fronting Exposure.
Appears in 1 contract
L/C Commitment. (a) Prior to the Closing Date, the Issuing Lenders have issued the Existing Letters of Credit under the Existing Credit Agreement which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with any Existing Letters of Credit”, collectively, the "Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the 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 Dollarsform and substance reasonably acceptable to the Issuing Lender, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) be denominated in Dollars 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 that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower (and on behalf of the Borrower or any of its Subsidiaries or Joint Ventures) on any Business Day during the Revolving Availability Commitment Period in such customary form as may be approved from time to time by the such Issuing Lender; provided that the such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment or such Issuing Lender’s Issuing Lender Limit, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero, (iii) the Borrowing Base Availability would be less than zero or (iv) the L/C Obligations in respect of Letters of Credit that are Financial Letters of Credit would exceed the Financial Letter of Credit Sublimit. Each Letter of Credit shall (iA) be denominated in Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) Dollars and (iiiB) 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 (I) that any Letter of Credit with a one-year term an expiry date prior to the Termination Date may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (yB) above), unless the Issuing Lender elects, in its sole discretion, not ) and (II) with respect to extend for any such additional period; provided, further, that any Letter of Credit that expires on or after the Revolving date that is five Business Days prior to the Termination Date Date, at least 60 days prior to the Termination Date, the Borrower shall be Cash Collateralized. Each back-stop such Letter of Credit shall be governed by laws and/or deposit an amount in cash equal to 100% of the State L/C Obligations in respect of New York (unless such Letter of Credit in a cash collateral account established with the laws Administrative Agent for the benefit of another jurisdiction is agreed the applicable Issuing Lender on terms and conditions satisfactory to by the respective Administrative Agent and such Issuing Lender. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of a Subsidiary or Joint Venture inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of each such Subsidiary or Joint Venture. From time to time and upon reasonable request therefor, (i) and governed under The International Standby Practices (ISP98).
(b) The each Issuing Lender shall not at any time be obligated confirm to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any Administrative Agent the L/C Participant Exposure in respect of Letters of Credit issued by it and its portion of the L/C Commitment and (ii) the Administrative Agent shall confirm to each Issuing Lender the aggregate amount of Available Commitments. For the avoidance of doubt, in no event shall the sum of the Issuing Lenders’ respective portions of the L/C Commitment exceed any limits imposed by, any applicable Requirement of Lawthe L/C Commitment.
Appears in 1 contract
Sources: Credit Agreement (M/I Homes, Inc.)
L/C Commitment. (a) Subject to the terms and conditions hereofhereof and after the appointment thereof, the each Issuing Lender, in reliance on the agreements of the other Tranche A Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters may (in such Issuing Lender’s sole discretion), in the case of credit (“each Issuing Lender on the Closing Date in its capacity as the issuer of Existing Letters of Credit”) , continue under this Agreement for the account of the Borrower or a Restricted Subsidiary, as applicable, such Existing Letters of Credit until the expiration or earlier termination thereof, and, in the case of each other Issuing Lender may (in such Issue Lender’s sole discretion) issue Letters of Credit under the Revolving Commitments for the account of the Borrower or any of its Restricted Subsidiaries on any Business Day during the Revolving Availability Commitment Period with respect to the Tranche A Revolving Facility in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, such Letter of Credit is not Cash Collateralized in an amount equal to 103% (ior if not denominated in Dollars, 110%) of the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate face amount of such Letter of Credit (it being understood that, upon notice to the Available Revolving Commitments would Administrative Agent, an Issuing Lender may apply any Cash Collateral posted in respect of a Letter of Credit against any drawing thereof and such Cash Collateral shall be less than zeroavailable only to such Issuing Lender so long as such Letter of Credit remains outstanding and, upon the drawing a Letter of Credit and satisfaction thereof from such Cash Collateral (and any related amounts), any remaining Cash Collateral shall be available to each other Secured Party). Each Letter of Credit shall (i) be denominated in Dollars, Dollars or any Permitted Foreign Currency and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) three Business Days prior to the Revolving Termination DateDate with respect to the Tranche A Revolving Facility (unless Cash Collateralized or the applicable Issuing Lender so agrees); provided provided, that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above). Notwithstanding anything to the contrary contained herein, unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws as of the State Amendment No. 8 Effective Date, there are no outstanding Letters 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)Credit.
(b) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would (i) conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, or if such Requirement of Law would impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and is not otherwise reimbursable to it by the Borrower hereunder and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) violate one or more policies of such Issuing Lender applicable generally to the issuance of letters of credit for the account of similarly situated borrowers.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 5,000 (unless otherwise agreed by the Issuing Lender) and (iii) 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 auto extension thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above). On the Restatement Date, unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter Existing Letters of Credit that expires after the Revolving Termination Date shall will automatically, without any action of any Person, be Cash Collateralized. Each Letter deemed to be Letters of Credit shall be governed by laws issued hereunder for the account of the State Borrower for all purposes of New York (unless this Agreement and the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98)other Loan Documents.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) The Issuing Lender shall not be under any obligation to issue any Letter of Credit if:
(i) 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 such Letter of Credit, or any Governmental Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good f▇▇▇▇ ▇▇▇▇▇ material to it; or
(ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to all letters of credit issued by the Issuing Lender.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the such Issuing Lender; provided that the Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, either (i) the L/C Obligations would exceed the L/C lesser of (x) $30,000,000 or (y) the Total Available Commitment or (ii) the aggregate amount Aggregate Outstandings of Credit of all the Lenders would exceed the Total Available Revolving Commitments would be less than zeroCommitment. Each Letter of Credit shall (i) be denominated in DollarsDollars and shall be either (x) a standby letter of credit issued for the account of the Borrower, which finances the working capital and business needs of the Borrower and/or the Subsidiaries of the Borrower, including, without limitation, good faith deposits in connection with permitted acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a commercial letter of credit issued for the account of the Borrower in respect of the purchase of goods or services by the Borrower and/or any of the Subsidiaries of the Borrower and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance Termination Date and (y) the date that which is five (5) Business Days prior to the Revolving Termination Date; provided that any Letter 12 months after its date of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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)issuance.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), 3.4(a) agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower Company (or jointly for the account of the Company and a Subsidiary) on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the Dollar Equivalent of the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zerozero or (iii) the aggregate Dollar Equivalent of Alternative Currency Loans and Alternative Currency LC Exposure would exceed the Alternative Currency Sublimit. Each Letter of Credit shall (i) be denominated in DollarsDollars or, (ii) have a face amount of at least $100,000 (unless otherwise agreed if approved by the Issuing Lender) , an Alternative Currency and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) (1) the date that is five (5) Business Days prior to the Revolving Termination Date or (2) the date that is one year after the Revolving Termination Date, provided that no later than the 60th day prior to the Revolving Termination Date (or for any Letters of Credit issued after such date, the date of issuance), the Company shall deposit in a cash collateral account opened by the Administrative Agent an amount equal to 103% of the aggregate then undrawn and unexpired amount of such Letters of Credit; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Lear Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderLenders, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.04(a), agrees agree to issue documentary issue, amend, renew or standby extend letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the Issuing LenderLenders; provided that the no Issuing Lender shall have no an obligation to issue issue, amend, renew or extend any Letter of Credit if, after giving effect to such issuancethereto, (i) the L/C Obligations would exceed the L/C Commitment Commitment, (ii) the L/C Obligations with respect to all Letters of Credit issued by such Issuing Lender would exceed its L/C Sublimit 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 and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) 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 (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, provided further, that any such renewal must permit the 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 that expires after the Revolving Termination Date shall be Cash Collateralizedis issued. Each Letter of Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction is agreed From time to by the respective Issuing Lender) time and governed under The International Standby Practices (ISP98).
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict withupon reasonable request therefor, or cause the Issuing Lender or any Lenders shall confirm to the Administrative Agent the L/C Participant Exposure and the Administrative Agent shall confirm to exceed any limits imposed by, any applicable Requirement the Issuing Lenders the aggregate amount of LawAvailable Commitments.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 5,000 (unless otherwise agreed by the Issuing Lender) and (iii) 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 auto extension thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above). On the Restatement Date, unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter Existing Letters of Credit that expires after the Revolving Termination Date shall will automatically, without any action of any Person, be Cash Collateralized. Each Letter deemed to be Letters of Credit shall be governed by laws issued hereunder for the account of the State Borrower for all purposes of New York (unless this Agreement and the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98)other Loan Documents.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) The Issuing Lender shall not be under any obligation to issue any Letter of Credit if:
(i) 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 such Letter of Credit, or any Governmental Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it; or
(ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to all letters of credit issued by the Issuing Lender.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Metropcs Communications Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees agrees, in the case of Credit Suisse AG, to continue under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the expiration or earlier termination thereof and, in the case of each other Issuing Lender, to issue documentary or standby 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”) under the Revolving Commitments for the account of the Borrower or any Guarantor on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no 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) any Revolving Lender’s Available Revolving Commitment or the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars or any Permitted Foreign Currency and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) three Business Days prior to the Revolving Termination DateDate (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Booz Allen Hamilton Holding Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“the letters of credit issued on and after the Closing Date pursuant to this Section 3 collectively, the "Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the 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 Dollarsform and substance reasonably acceptable to the Issuing Lender, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) be denominated in Dollars 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 that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) Credit for the account of the US Borrower on any Business Day during from the Revolving Availability 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 Lender; provided provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) based upon the Dollar Amount of all outstanding Loans and L/C Obligations, the aggregate amount of all outstanding L/C Obligations would exceed the lesser of (a) the L/C Commitment or (iib) the Revolving Credit Commitment less the sum of (A) during the Reserve Period, the Reserve Amount and (B) the aggregate principal amount of the Available Revolving Commitments would be less than zeroall outstanding Loans. Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be denominated in DollarsDollars in a minimum amount of $30,000 or a lesser amount acceptable to the Issuing Lender, (ii) have be a face amount standby letter of at least $100,000 (unless otherwise agreed by credit or a trade letter of credit issued to support obligations of the Issuing Lender) and US Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date 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; provided that any Maturity Date and (B) one year after its date of issuance, and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (Application or a longer period if agreed to as determined by the Issuing Lender but in no event shall any renewal period extend beyond and, to the date referred to in clause (y) above)extent not inconsistent therewith, unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State of New York (unless York. As of the laws Closing Date, each of another jurisdiction is agreed to by the respective Issuing Lender) Existing Letters of Credit shall constitute, for all purposes of this Agreement and governed under The International Standby Practices (ISP98).
(b) the other Loan Documents, a Letter of Credit issued and outstanding hereunder. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (Pool Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), Lender agrees to issue documentary or standby and/or commercial letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (ix) the L/C Obligations Exposure would exceed the Total L/C Commitment Commitments or (iiy) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in DollarsDollars or, in the sole discretion of the Issuing Lender with respect to any particular Letter of Credit, a Foreign Currency, and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) 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 that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above). For purposes of this Agreement, unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that stated amount of any Letter of Credit that expires after the Revolving Termination Date issued in a Foreign Currency shall be Cash Collateralized. Each converted into Dollars from time to time by the Issuing Lender and upon any drawing under such Letter of Credit shall be governed by laws of the State 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)Credit.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if:
(i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable 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, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (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 acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender;
(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $100,000; or
(vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Carbonite Inc)
L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during ----------------- the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; : provided that the Issuing Lender shall have no -------- obligation to issue any Letter of Credit if, if (i) after giving effect to such issuance, (iA) the L/C Obligations would exceed the L/C Commitment or (B) the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitments or (ii) it has received notice from the aggregate amount Administrative Agent that the issuance of the Available Revolving Commitments would be less than zerosuch Letter of Credit will violate clause (i) above. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) 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) 30 Business Days prior to the then scheduled Revolving Credit Termination Date; , provided that any Letter of Credit with a one-year term may -------- provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. .
(b) Each Letter of Credit shall be governed by subject to the Uniform Customs and to the extent not inconsistent therewith, the laws of the State 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)Illinois.
(bc) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Grubb & Ellis Co)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby 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 Availability Commitment Period in such form as may be approved from time to time by the applicable Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate 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, Dollars and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) 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 that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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)customary “evergreen” provisions.
(ba) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.04(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) Credit for the account of the any Borrower (on behalf of such Borrower or on behalf of any other Subsidiary of Holdings other than Sears Canada) on any Business Day during the period from the Effective Date until the Revolving Availability Period Termination Date in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, if (i) after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate face amount of the Available requested Letter of Credit, when aggregated with all other then outstanding Revolving Extensions of Credit, shall not exceed the lesser of the Aggregate Commitments would and the Borrowing BaseLine Cap at such time; provided further that each Issuing Lender may, but shall not be less than zerorequired to, issue Letters of Credit such that the aggregate L/C Obligations attributable to all such outstanding Letters of Credit issued by such Issuing Lender exceed $500,000,000. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have Dollars or any other lawful foreign currency which is approved in writing on a face amount of at least $100,000 (unless otherwise agreed case by case basis by the Issuing Lender) Lender and the Agent in their sole and absolute discretion and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and issuance, or (y) subject to the provisions of Section 6.01(p), 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 (or a longer period if agreed which, subject to by the Issuing Lender but provisions of Section 6.01(p)) shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Application and each Letter of Credit shall be governed subject to the International Standby Practices (ISP 98) of the International Chamber of Commerce (in the case of Standby L/Cs) or the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce (in the case of Commercial L/Cs) and, to the extent not inconsistent therewith, the laws of the State 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)York.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit under the Existing Credit Agreement, which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a4.4(a), agrees to issue documentary or standby letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 4, the “Letters of Credit”) for the account of the Borrower (or any Subsidiary so long as Borrower is a joint and several co-applicant) on any Business Day during the Revolving Availability Facility Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the outstanding L/C Obligations would exceed the L/C Commitment or (ii) the sum of (x) the L/C Obligations, plus (y) the aggregate principal amount of Swing Line Loans outstanding at any time plus (z) the aggregate amount of Revolving Credit Loans then outstanding would exceed the Available Total Revolving Commitments would be less than zeroCredit Commitment. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) 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 Facility Termination Date; , provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Prior to the Closing Date, the Issuing Lenders have issued the Existing Letters of Credit under the Existing Credit Agreement which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with any Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the 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 Dollarsform and substance reasonably acceptable to the Issuing Lender, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) be denominated in Dollars 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 that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Pursuant to the Existing Credit Agreement, Bank One, NA, as issuing lender thereunder, has issued the Letters of Credit described in Schedule 3.1 (the "Existing Letters of Credit"). From and after the Closing Date, the Existing Letters of Credit shall constitute "Letters of Credit" hereunder. Subject to the terms and conditions hereof, the Issuing Lender, hereof and in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(asubsection 3.4(a), each Issuing Lender agrees to issue documentary or standby letters of credit (“together with the Existing Letters of Credit”, the "Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the 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 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 and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) 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 Termination Date (unless, in the case of this clause (y), the Borrower fully cash collateralizes such Letter of Credit in a manner satisfactory to such Issuing Lender and the Administrative Agent, in which case the expiration date of such Letter of Credit shall be no later than 364 days after 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 (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the applicable date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. .
(b) Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State 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)York.
(bc) The An Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, violate or cause the violation by such Issuing Lender or any L/C Participant to exceed of any limits imposed by, by any applicable Requirement of LawLaw (exclusive of any organizational or governance document of any Lender or Agent) imposed after the Closing Date.
Appears in 1 contract
Sources: Revolving Credit Agreement (Tesoro Petroleum Corp /New/)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders Committed Note Purchasers set forth in Section 3.10(a)Sections 2.08 and 2.09, agrees to issue documentary or provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower any Co-Issuer or its designee on any Business Day during the Revolving Availability Period period commencing on the Series 2022-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment Commitment, or (ii) the aggregate amount of Series 2022-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments would be less than zeroSeries 2022-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars, (iiy) have a face amount of at least $100,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Co-Issuers and the L/C Provider and (iiiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (510) Business Days prior to the Revolving Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (yRequired Expiration Date) above), unless the Issuing Lender electsL/C Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in its sole discretion, such Letter of Credit) that such Letter of Credit shall not to extend for any such additional periodbe renewed; provided, further, that any Letter of Credit may have an expiration date that expires after is later than the Revolving Required Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) in its sole and absolute discretion have been made with the L/C Provider pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date Date. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be Cash Collateralized. Each required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be governed by laws of paid directly into the State of New York (unless Senior Notes Interest Reserve Account or the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under Senior Subordinated Notes Interest Reserve Account, as applicable. The International Standby Practices (ISP98).
(b) The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any applicable Requirement of LawLaw or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the Series 2022-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2022-1 Closing Date; provided that, if such Note is an Uncertificated Note, the Trustee shall instead register it as described in Section 4.01(e) of the Series 2022-1 Supplement. Such Series 2022-1 Class A-1 L/C Note shall be dated the Series 2022-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2022-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2022-1 Class A-1 L/C Note and shall be deemed to be Series 2022-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2022-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Co-Issuers may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider) (an “Application”), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. In addition, the letters of credit set forth in Schedule IV attached hereto shall be deemed to be Letters of Credit provided and issued by the L/C Provider indicated therein on the Series 2022-1 Closing Date (so long as such letter of credit would have been permitted to have been issued hereunder but for the date of its issuance). Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2022-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2022-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2022-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof).
(d) The Co-Issuers shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the Series 2022-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2022-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(e) [Reserved].
(f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(g) The Co-Issuers may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2022-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments; provided, further, that prior to any increase in the Swingline Commitment, the Co-Issuers and the Trustee will enter into an amendment to the Series 2022-1 Supplement permitting such L/C Commitment.
(h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate, and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate, and the issuance of such Letter of Credit, a Person selected by the Co-Issuers (at the expense of the Co-Issuers) shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) or such other Person selected by the Co-Issuers (at the expense of the Co-Issuers), in each case in its capacity as the issuer of such Letter of Credit being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “A-2” (or then equivalent grade) from S&P and (ii) a long-term unsecured debt rating of not less than “BBB” (or then equivalent grade) from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary or beneficiaries of such proposed Letter of Credit. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Co-Issuers in order to have any letter of credit issued by a Person selected by the Co-Issuers pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and such Person selected by the Co-Issuers be an “L/C Issuing Bank”.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), Lender agrees to issue documentary or standby and/or commercial letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, either (ix) the L/C Obligations Exposure would exceed the Total L/C Commitment Commitments or (iiy) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in DollarsDollars or, in the sole discretion of the Issuing Lender with respect to any particular Letter of Credit, a Foreign Currency, and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) 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 that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above). For purposes of this Agreement, unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that stated amount of any Letter of Credit that expires after the Revolving Termination Date issued in a Foreign Currency shall be Cash Collateralized. Each converted into Dollars from time to time by the Issuing Lender and upon any drawing under such Letter of Credit shall be governed by laws of the State 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)Credit.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if:
(i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable 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, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (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 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 Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Carbonite Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), Lender agrees to issue documentary issue, amend or standby extend letters of credit (“Letters of Credit”) for the account of the Borrower or any Subsidiary on any Business Day during the Revolving Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, amendment or extension, (ix) the Dollar Equivalent L/C Obligations Exposure for all Letters of Credit outstanding would exceed the Dollar Equivalent of Total L/C Commitment or Commitments, (iiy) the aggregate Dollar Equivalent amount of L/C Exposure for all Letters of Credit denominated in a Foreign Currency outstanding would exceed the Foreign L/C Sublimit or (z) the Dollar Equivalent of Available Revolving Commitments Commitment at such time 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 or Foreign Currency if agreed to by the applicable Issuing Lender). Unless otherwise agreed to by the Issuing Lender) and (iii) Lender in its sole discretion, each Letter of Credit shall expire no later than the earlier of (xi) the first anniversary of its date of issuance and (yii) the date that is five (5) Business Days prior to the Revolving Termination Letter of Credit Maturity Date; , provided that any Letter of Credit with a one-one (1) year term may provide for the renewal thereof for additional one-one (1) year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (yii) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if:
(i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable 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, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Administrative Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied;
(iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender;
(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(vi) except as otherwise agreed by the Issuing Lender, such Letter of Credit is in an initial face amount less than $250,000; or
(vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing LenderL/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Revolving Lenders Committed Note Purchasers set forth in Section 3.10(a)Sections 2.08 and 2.09, agrees to issue documentary or provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower any Co-Issuer or its designee on any Business Day during the Revolving Availability Period period commencing on the Series 2019-1 Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment Commitment, or (ii) the aggregate amount of Series 2019-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments would be less than zeroSeries 2019-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars, (iiy) have a face amount of at least $100,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Issuing Lender) Co-Issuers and the L/C Provider and (iiiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (510) Business Days prior to the Revolving Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-periods, each individually not to exceed one year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (yRequired Expiration Date) above), unless the Issuing Lender electsL/C Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in its sole discretion, such Letter of Credit) that such Letter of Credit shall not to extend for any such additional periodbe renewed; provided, further, provided further that any Letter of Credit may have an expiration date that expires after is later than the Revolving Termination Required Expiration Date shall be Cash Collateralized. Each so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02 or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be governed by laws deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under Commitment Termination Date. The International Standby Practices (ISP98).
(b) The Issuing Lender L/C Provider shall not at any time be obligated to issue (I) provide any Letter of Credit hereunder if such issuance would conflict withviolate, or cause the Issuing Lender or any L/C Participant Issuing Bank to exceed any limits imposed by, any applicable Requirement of LawLaw or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the Series 2019-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2019-1 Closing Date. Such Series 2019-1 Class A-1 L/C Note shall be dated the Series 2019-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2019-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2019-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2019-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2019-1 Class A-1 L/C Note and shall be deemed to be Series 2019-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2019-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2019-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2019-1 Class A-1 L/C Note. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Co-Issuers may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider) (an “Application”), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. In addition, the letters of credit set forth in Schedule IV attached hereto shall be deemed to be Letters of Credit provided and issued by the L/C Provider indicated therein on the Series 2019-1 Closing Date (so long as such letter of credit would have been permitted to have been issued hereunder but for the date of its issuance). Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2019-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2019-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2019-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2019-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof).
(d) The Co-Issuers shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the Series 2019-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2019-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(e) [Reserved].
(f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(g) The Co-Issuers may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2019-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments.
(h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate, and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate, and the issuance of such Letter of Credit, a Person selected by the Co-Issuers (at the expense of the Co-Issuers) shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) or such other Person selected by the Co-Issuers (at the expense of the Co-Issuers), in each case in its capacity as the issuer of such Letter of Credit being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “A-2” (or then equivalent grade) from S&P and (ii) a long-term unsecured debt rating of not less than “BBB” (or then equivalent grade) from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary or beneficiaries of such proposed Letter of Credit. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Co-Issuers in order to have any letter of credit issued by a Person selected by the Co-Issuers pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and such Person selected by the Co-Issuers be an “L/C Issuing Bank”.
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (Dine Brands Global, Inc.)
L/C Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby 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 Borrower on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments at such time would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars or in euro and (ii) have a face amount except as otherwise provided in Annex B with respect to certain Existing Letters of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) Credit, 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 that (i) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the and (ii) no Issuing Lender elects, in its sole discretion, not shall be under any obligation to extend for any such additional period; provided, further, that any issue a Letter of Credit that expires after (Euro) if the obligation of any Lender to make Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction Euro Loans is agreed suspended at such time pursuant to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98)Section 2.17 or Section 2.22.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Tronox Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a2.8(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment Commitment, or (ii) the aggregate amount Total Revolving Extensions of Credit then outstanding would exceed the lesser of (A) the Senior Debt Limit at such time, (B) the Borrowing Base at such time, and (C) the Total Revolving Commitments at such time. All Letters of Credit outstanding under the Existing Credit Agreement as of the Available Revolving Commitments would Closing Date shall be less than zero. Each deemed to be issued and outstanding under this Agreement as of the Closing Date.
(b) The Issuing Lender shall not issue any Letter of Credit shall (i) be denominated in Dollars, (ii) have hereunder if such Letter of Credit expires or could expire on a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no date later than the earlier of (xi) the first anniversary of its date of issuance and 13 months or (yii) the date that is five (5) Business Days thirty days prior to the Revolving Termination Date; , except Letters of Credit not to exceed an aggregate amount at any one time outstanding of $10,000,000 that are automatically renewed annually and that may be terminated by notice not more than ninety days prior to such Letter of Credit’s annual renewal date, provided that any Letter such Letters of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed are so terminated prior to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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)Date.
(bc) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no an obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations owed to such Issuing Lender would exceed the L/C Commitment of such Issuing Lender or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero; provided, that, the Borrower shall not request, and no Issuing Lender shall issue, amend or renew any Letter of Credit if, after giving effect to the issuance, amendment or renewal of such Letter of Credit, the Aggregate Extensions of Credit would exceed the Borrowing Base. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) 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 (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Delphi Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders and the Loan Parties set forth herein and in Section 3.10(a)the other Loan Documents, agrees to issue documentary or standby letters of credit (together with the Existing Letters of Credit, “Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue or cause to be issued 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. Notwithstanding the foregoing sentence, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, in its capacity as Issuing Lender, shall not have issued and outstanding at any time a number of Letters of Credit in excess of ten (10) plus, solely to the extent such Letters of Credit are issued to replace Existing Letters of Credit, an additional three (3). Each Letter of Credit shall (i) be denominated in Dollarsan L/C Currency, (ii) have a face amount of at least the Dollar Amount of $100,000 200,000 (unless otherwise agreed by the Issuing Lender) and (iii) 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 (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) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash CollateralizedCollateralized on or prior to the date that is ten (10) days prior to the Revolving Termination Date and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by laws of the State 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). On and after the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder on the Closing Date for all purposes under this Agreement and the other Loan Documents.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would (i) conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or (ii) violate one or more policies of general application of the Issuing Lender now or hereafter in effect.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower Company or any Borrowing Subsidiary on any Business Day during the Tranche A Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no 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 then in effect, (ii) 105% of the aggregate amount Dollar Equivalent of the L/C Obligations attributable to Letters of Credit denominated in Alternate Currencies would exceed the L/C Alternate Currency Sublimit then in effect or (iii) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Alternate Currencies plus (y) the Dollar Equivalent of the Revolving Extensions of Credit then outstanding other than Letters of Credit denominated in Alternate Currencies would exceed the Available Revolving Commitments would be less than zeroCommitments. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 (unless otherwise Canadian Dollars, Euro or British Pound Sterling, as the case may be, or, if agreed by the applicable Issuing Lender) , any Alternate Currency 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 Tranche A Revolving Termination Date; , 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 (or a longer period if agreed to by the Issuing Lender but in no event shall any such renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (First Solar, Inc.)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), 3.4(a) agrees to issue documentary or standby letters of credit and bank guarantees in customary form (collectively, “Letters of Credit”) for the account of the Borrower Company (or jointly for the account of the Company and a Subsidiary) on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the Dollar Equivalent of the Total L/C Commitment or Limit, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero, (iii) the aggregate Dollar Equivalent of Alternative Currency Loans and Alternative Currency LC Exposure would exceed the Alternative Currency Sublimit or (iv) the L/C Exposure in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s L/C Commitment. Each Letter of Credit shall (i) be denominated in DollarsDollars or, (ii) have a face amount of at least $100,000 (unless otherwise agreed if approved by the Issuing Lender) , an Alternative Currency and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) (1) the date that is five (5) Business Days prior to the Revolving Termination Date or (2) the date that is one year after the Revolving Termination Date, provided that no later than the 60th day prior to the Revolving Termination Date (or for any Letters of Credit issued after such date, the date of issuance), the Company shall deposit in a cash collateral account opened by the Administrative Agent an amount equal to 103% of the aggregate then undrawn and unexpired amount of such Letters of Credit; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Lear Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”"LETTERS OF CREDIT") for the account of the Borrower on any Business Day during the Revolving Availability Credit Commitment Period denominated in Dollars or an Alternative Currency in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit shall (i1) be denominated in Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) Dollars or an Alternative Currency and (iii2) 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 that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws either (A) a standby letter of credit issued to support obligations of the State Borrower or any of New York its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business, or (unless B) a commercial letter of credit in respect of the laws purchase of another jurisdiction is agreed to goods or services by the respective Issuing Lender) and governed under The International Standby Practices (ISP98)Borrower or any of its Subsidiaries in the ordinary course of business.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Day International Group Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”) for the account of the Borrower (and on behalf of the Borrower or any of its Subsidiaries or joint ventures) on any Business Day during the Revolving Availability Commitment Period in such customary form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero, or (iii) the Borrowing Base Availability would be less than zero. Each Letter of Credit shall (iA) be denominated in Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) Dollars and (iiiB) 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 (I) that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above)) and (II) at least 60 days prior to the Termination Date, unless Borrower shall, to the Issuing Lender electsextent of the balance, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter replace outstanding Letters of Credit and/or deposit an amount equal to the Minimum Collateral Amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The Borrower hereby acknowledges that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter issuance of Letters of Credit shall be governed by laws for the account of a Subsidiary or joint venture inures to the benefit of the State Borrower, and that the Borrower’s business derives substantial benefits from the businesses 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)such Subsidiary or joint venture.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero; and provided further that notwithstanding that any Letter of Credit may state that it is issued on behalf of a Guarantor and notwithstanding that any Application is executed by a Guarantor, each Letter of Credit is hereby deemed to be issued for the account of Borrower. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) 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 (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, . It is hereby understood and agreed that any each Letter of Credit that expires after issued under the Revolving Termination Existing Credit Agreement and outstanding on the Effective Date shall be Cash Collateralized. Each continue to constitute a Letter of Credit shall be governed by laws of the State 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)Credit.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a2.8(a), agrees to issue documentary standby or standby trade letters of credit (“together with any Designated Letters of Credit”, "Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no 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 sum of the Available Revolving Commitments Total Outstanding Extensions of Credit would be less than zeroexceed the Total Commitments. Each Letter of Credit shall (i) be denominated in DollarsDollars or a Foreign Currency, (ii) have a face amount of at least $100,000 10,000 or the Foreign Currency Equivalent thereof (unless otherwise agreed by the relevant Issuing Lender) and (iii) 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 (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the any Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) On the Closing Date, (i) the Borrower shall provide Schedule 2.6, which Schedule shall list the Designated Letters of Credit, (ii) such Designated Letters of Credit shall be deemed to be Letters of Credit issued pursuant to and in compliance with this Section 2.6, (iii) the face amount of such Designated Letters of Credit shall be included in the calculation of the available L/C Commitment and the Outstanding Committed Extensions of Credit, (iv) the provisions of this Agreement shall apply thereto, and the Borrower and the Lenders hereunder hereby expressly assume all obligations with respect to such Letters of Credit that they would have if such Letters of Credit had been issued pursuant to this Agreement and (v) all liabilities of the Borrower with respect to such Designated Letters of Credit shall constitute obligations of the Borrower hereunder.
Appears in 1 contract
Sources: Credit Agreement (Kennametal Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.3(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”"LETTERS OF CREDIT") for the account of the Borrower on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (i) the outstanding L/C Obligations would exceed the L/C Commitment $5,000,000 or (ii) the aggregate amount of all outstanding L/C Obligations and Revolving Credit Loans would exceed the aggregate Available Revolving Commitments would be less than zeroCredit Commitments. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have be a face amount standby letter of at least $100,000 (unless otherwise agreed by credit issued for the Issuing Lender) account of the Borrower, which finances the working capital and business needs of the Borrower and the Wholly Owned Subsidiaries, including, without limitation, good faith deposits in connection with Subject Acquisitions, and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance Revolving Credit Termination Date and (y) the date that which is five (5) Business Days prior 12 months after its date of issuance. Any request by the Borrower to the Revolving Termination Date; provided that renew or extend an existing Letter of Credit, or any renewal of any existing Letter of Credit with pursuant to the terms thereof, shall be deemed to be, for all purposes of this Agreement, the issuance of a one-year term may provide for the new Letter of Credit hereunder and each such renewal thereof for additional one-year periods (or a longer period if agreed to by extension shall be subject to, and the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. entitled to the benefits of, this Section 3.
(b) Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State 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)Texas.
(bc) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant other Revolving Credit Lender to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“"Letters of Credit”") for the account of the Borrower Borrowers on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, German Deutschemarks, French Francs or British pounds and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) 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 that (A) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that ) and (B) any Letter of Credit denominated in 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 good faith according to customary methods and procedures) of any Letter of Credit denominated in a currency other than Dollars shall be monitored at the discretion of the Administrative Agent (but not less frequently than monthly); provided that expires after the reimbursement obligations of the Revolving Termination Date Credit Lenders shall be Cash Collateralized. limited as set forth in Section 3.
(b) Each Letter of Credit shall be governed by subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State 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)York.
(bc) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
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L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.10(a3.4(a), severally agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower ("Letters of Credit") on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no 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 Credit Commitments would be less than zerozero and provided further that the letters of credit issued by U.S. Bank and existing under the Existing Credit Facilities as set forth on Schedule 7.2(d) shall be deemed issued by U.S. Bank under this Agreement on the Closing Date. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) 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 that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Buffets Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing LenderLender of a Class, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) three Business Days prior to the Revolving Termination DateDate (unless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder (or amend, renew or extend an outstanding Letter of Credit) if such issuance (or such amendment, renewal or extension) would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw and Barclays Bank PLC shall not be obligated to issue any documentary or commercial letters of credit (as opposed to standby letters of credit) hereunder.
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L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower and any of its Subsidiaries and Homebuilding Joint Ventures on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations (exclusive of unreimbursed drawings that are reimbursed on the date of, and prior to the issuance of, such Letter of Credit) would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iii) the Borrowing Base Availability would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 5,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) 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 364 days after to the Class A Revolving Facility Termination Date; , provided (A) that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above)) and (B) at least 90 days prior to the Class A Revolving Facility Termination Date, unless Borrower shall, to the Issuing Lender electsextent of the balance, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter replace outstanding Letters of Credit that expires after and/or deposit an amount equal to 100% of such balance in cash in a cash collateral account established with Administrative Agent for the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws benefit of the State of New York (unless the laws of another jurisdiction is agreed Lenders on terms and conditions satisfactory to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98)Administrative Agent.
(b) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
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L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit and/or bank guarantees (together with any Designated Letters of Credit, “Letters of Credit”) for the account of the Borrower, any Foreign Subsidiary Borrower, or any other Subsidiary of the Borrower (provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of any Subsidiary of the Borrower, and the Borrower shall be deemed to be a co-applicant, and shall be jointly and severally liable, with respect to each Designated Letter of Credit issued for the account of any Subsidiary of the Borrower) on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the such Issuing Lender shall have no obligation to not issue or extend any Letter of Credit if, after giving effect to such issuanceissuance or extension, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount sum of Outstanding Revolving Extensions of Credit would exceed the Total Revolving Commitments or (iii) the sum of the Available Multicurrency Revolving Commitments Extensions of Credit would be less than zeroexceed the Multicurrency Sublimit. Each Letter of Credit shall (i) be denominated in DollarsDollars or any one of the Foreign Currencies, as specified by the Borrower, and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iii) 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 (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State 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 No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) On the Effective Date, (i) the Borrower shall provide Schedule 3.1, which Schedule shall list the Designated Letters of Credit, (ii) such Designated Letters of Credit shall be deemed to be Letters of Credit issued pursuant to and in compliance with this Section 3.1, (iii) the face amount of such Designated Letters of Credit shall be included in the calculation of the available L/C Commitment and the Outstanding Revolving Extensions of Credit, (iv) the provisions of this Agreement shall apply thereto, and the Borrower, if applicable, the Foreign Subsidiary Borrowers or any other Subsidiary of the Borrower and the Lenders hereunder hereby expressly assume all obligations with respect to such Letters of Credit that they would have if such Letters of Credit had been issued pursuant to this Agreement and (v) all liabilities of the Borrower and, if applicable, any Foreign Subsidiary Borrower or other Subsidiary of the Borrower, with respect to such Designated Letters of Credit shall constitute obligations of the Borrower or the applicable Foreign Subsidiary Borrower hereunder.
Appears in 1 contract
Sources: Credit Agreement (Kadant Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower and any of its Subsidiaries and Homebuilding Joint Ventures on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations (exclusive of unreimbursed drawings that are reimbursed on the date of, and prior to the issuance of, such Letter of Credit) would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iii) the Borrowing Base Availability would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 5,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) 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 364 days after to the Revolving Facility Termination Date; , provided (A) that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above)) and (B) at least 90 days prior to the Revolving Facility Termination Date, unless Borrower shall, to the Issuing Lender electsextent of the balance, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter replace outstanding Letters of Credit that expires after and/or deposit an amount equal to 100% of such balance in cash in a cash collateral account established with Administrative Agent for the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws benefit of the State of New York (unless the laws of another jurisdiction is agreed Lenders on terms and conditions satisfactory to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98)Administrative Agent.
(b) The No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
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L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 5,000 (unless otherwise agreed by the Issuing Lender) and (iii) 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 auto extension thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred to in clause (y) above). On the 2011 Restatement Date, unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter Existing Letters of Credit that expires after the Revolving Termination Date shall will automatically, without any action of any Person, be Cash Collateralized. Each Letter deemed to be Letters of Credit shall be governed by laws issued hereunder for the account of the State Borrower for all purposes of New York (unless this Agreement and the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98)other Loan Documents.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) The Issuing Lender shall not be under any obligation to issue any Letter of Credit if:
(i) 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 such Letter of Credit, or any Governmental Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or
(ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to all letters of credit issued by the Issuing Lender.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Metropcs Communications Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a3.4(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Borrower or any Subsidiary on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter Letters of Credit shall (i) may be denominated in Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) Dollars or in any Foreign Currency and (iii) shall 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 . To determine compliance with the requirements of the foregoing sentence as to the L/C Commitment and the Available Commitments, Letters of Credit denominated in a currency other than Dollars shall be converted to Dollars in accordance with the Reuters Exchange Rate on the date of issuance thereof. Thereafter, the amount of any such Letters of Credit denominated in a Foreign Currency shall be converted to Dollars as of the last day of each fiscal quarter until the expiration of any such Letter of Credit. In the event that fluctuations in the Reuters Exchange Rate applicable to the conversion from the applicable Foreign Exchange to Dollars result in the L/C Commitment or the Available Commitments being exceeded as of the end of any such fiscal quarter, Borrower agrees to provide cash collateral in the amount of such excess for such period as such excess may exist. Any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (or a longer period if agreed to by the Issuing Lender but which shall in no event shall any renewal period extend beyond the date referred that is five Business Days prior to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized. Each Letter of Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98Date).
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) The parties hereto agree that the Existing Letters of Credit will automatically, without any further action on the part of any Person, be deemed to be Letters of Credit issued hereunder on the Closing Date for the account of the Borrower.
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