L/C Commitment. (a) Subject to the terms and conditions hereof, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of a requesting Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Bank; provided that such Issuing Bank shall not, and 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 Available Revolving Credit Commitment of all the Lenders would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Company or its Subsidiaries, contingent or otherwise for general corporate needs, or (y) a documentary letter of credit in respect of the purchase of goods or services by the Company or its Subsidiaries in the ordinary course of business and (ii) expire no later than the earlier of (x) one year from the date of issuance thereof or (y) five business days prior to the Termination Date, provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause (y) above. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) No Issuing Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
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 subsection Section 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing issue Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of a requesting US Borrower on any Business Day during from the Revolving Credit Commitment Period Closing Date to but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by such the Issuing BankLender; provided provided, that such the Issuing Bank shall not, and Lender shall have no obligation to, 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 Available Revolving Credit Commitment less the sum of (A) during the Reserve Period, the Reserve Amount and (B) the aggregate principal amount of all the Lenders would be less than zerooutstanding Loans. Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face minimum amount of all Letters of Credit denominated in such Foreign Currencies $30,000 or a lesser amount acceptable to the Issuing Lender, (as determined at the time of issuance of any Letter of Creditii) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit or a trade letter of credit issued to support obligations of the Company US Borrower or any of its Subsidiaries, contingent or otherwise for general corporate needsotherwise, or (y) a documentary letter of credit in respect of the purchase of goods or services by the Company or its Subsidiaries incurred in the ordinary course of business and business, (iiiii) expire on a date no later than the earlier of (xA) five (5) Business Days prior to the Maturity Date and (B) one year from the after its date of issuance thereof or issuance, and (yiv) five business days prior to the Termination Date, provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause (y) above.
(b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) No . As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. The Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Bank 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 Lenders set forth in subsection Section 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue standby letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of a requesting the Borrower on any Business Day during from the Revolving Credit Commitment Period Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by such the Issuing BankLender; provided provided, that such the Issuing Bank shall not, and Lender shall have no obligation toto issue, issue and the L/C Participants shall have no obligation to participate in, any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed an amount equal to the lesser of (i) the Commitment of all Lenders and (ii) the Available Revolving Credit Commitment of all the Lenders would be less than zeroAdvance Rate. Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Company Borrower or any of its Subsidiaries, contingent or otherwise for general corporate needsotherwise, or (y) a documentary letter of credit in respect of the purchase of goods or services by the Company or its Subsidiaries incurred in the ordinary course of business and business, (ii) expire on a date no later more than the earlier of twelve (x12) one year from months after the date of issuance thereof or last renewal of such Letter of Credit (y) five business days prior to the Termination Date, provided that any Letter of Credit with a one-year tenor may provide for the automatic renewal thereof for additional one-one (1) year periods, which shall in no event extend beyond periods pursuant to the date referred to in clause (y) above.
(b) Each terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (iii) be subject to ISP98, as set forth in the Uniform Customs Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) No . As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. The Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Bank 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 outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (Medimmune Inc /De)
L/C Commitment. Subject to the terms and conditions set forth herein, the Issuing Lender agrees, in reliance upon the agreements of the Lenders set forth in this Agreement, including Section 2.3 hereof, to issue standby and documentary/commercial letters of credit containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to the Issuing Lender (each, including each Existing Letter of Credit, being a “Letter of Credit”), at the request of and for the account of the Company from time to time before the Letter of Credit Expiration Date and, as more fully set forth in Section 2.3, each Lender agrees to purchase a participation in each such Letter of Credit; provided that (a) Subject the aggregate Stated Amount of all Letters of Credit shall not at any time exceed Twenty Five Million Dollars ($25,000,000) and (b) the Revolving Outstandings shall not at any time exceed the Revolving Commitment (less the amount of any Swing Line Loans and L/C Borrowings outstanding at such time). Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the Letter of Credit so requested complies with the conditions set forth in the proviso to the preceding sentence and the other terms and provisions of this Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees Company’s ability to continue to hold outstanding Existing obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, subject to the terms and conditions of this Agreement, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Subject to the foregoing limitations, the Administrative Agent, the Issuing Lender, the Company and each Lender agrees that any letter of credit issued by the Issuing Lender prior to the date hereof and originally of this Agreement for the account of the Company or any other Loan Party shall, for all purposes, be deemed to be a Letter of Credit under this Agreement and each Issuing Bank agrees to issue under the other Loan Documents, including, without limitation, as of the Closing Date, the letters of credit listed on Exhibit G hereto (collectively, whether the “Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of a requesting Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Bank; provided that such Issuing Bank shall not, and 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 Available Revolving Credit Commitment of all the Lenders would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Company or its Subsidiaries, contingent or otherwise for general corporate needs, or (y) a documentary letter of credit in respect of the purchase of goods or services by the Company or its Subsidiaries in the ordinary course of business and (ii) expire no later than the earlier of (x) one year from the date of issuance thereof or (y) five business days prior to the Termination Date, provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause (y) above).
(b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) No Issuing Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Cpi Corp)
L/C Commitment. (ai) Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a2.7(d)(i), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of the Borrower or any of its Restricted Subsidiaries (so long as the Borrower is a requesting Borrower co-applicant and jointly and severally liable thereunder) on any Business Day during the Initial Revolving Credit Commitment Period but in no event later than the 30th day prior to the Initial Revolving Maturity Date (unless otherwise agreed by the applicable Issuing Bank) in such form as may be approved from time to time by such Issuing Bank; provided that such no Issuing Bank shall not, and 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 Bank would exceed its L/C Commitment Amount (unless such Issuing Bank agrees to do so in its sole discretion), (ii) the L/C Commitment Obligations in respect of all Letters of Credit issued hereunder would exceed $250.0 million or (iiiii) the Available Aggregate Outstanding Revolving Credit Commitment of all the Revolving Lenders would be less than zeroexceed the Revolving Commitments of all the Revolving Lenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (xA) a standby letter of credit issued to support obligations of the Company Borrower or any of its Restricted Subsidiaries, contingent or otherwise for general corporate needsotherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) or (yB) a documentary commercial letter of credit in respect of the purchase of goods or services by the Company Borrower or any of its Restricted Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), and (ii) expire no later unless otherwise agreed by the applicable Issuing Bank, mature not more than the earlier of (x) one year from twelve months after the date of issuance thereof (automatically renewable annually thereafter or (yfor such longer period of time as may be agreed by the relevant Issuing Bank) and, in any event, no later than five business days Business Days prior to the Termination DateInitial Revolving Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Bank). If the Issuing Bank is ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, provided that Citizens Bank, N.A., Fifth Third Bank, National Association or Regions Bank, such Issuing Bank shall not be obligated to issue any Letter Commercial Letters of Credit with a one-year tenor may provide for unless separately agreed between such Issuing Bank (in its sole discretion) and the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause (y) above.
(b) Borrower. Each Letter of Credit shall be subject deemed to constitute a utilization of the Uniform Customs andRevolving Commitments and shall be participated in (as more fully described in the following subsection 2.7(d)(i)) by the Lenders in accordance with their respective Revolving Commitment Percentages. All Letters of Credit shall be denominated in Dollars and shall be issued for the account of the Borrower.
(ii) Unless otherwise agreed by the applicable Issuing Bank and the Borrower, to the extent not inconsistent therewitheach Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each Standby Letter of Credit, and the Uniform Customs shall apply to each Commercial Letter of Credit. The ISP shall not in any event apply to this Agreement.
(ciii) No An Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Frontdoor, 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, subject to the terms and conditions hereof, constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectivelythe letters of credit issued on and after the Closing Date pursuant to this Section 3, whether together with the Existing Letters of Credit or letters of credit to be issued pursuant to Credit, collectively, the terms hereof, “Letters of Credit”) for the account of a requesting the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing BankLender; provided that such the Issuing Bank Lender shall not, and shall have no obligation to, not issue any Letter of Credit if, after giving effect to such issuance, (i) the sum of the Letters of Credit (other than Foreign Backstop Letters of Credit) and the Dollar Equivalent of the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit would exceed $60,000,000 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding L/C Commitment Obligations in respect of any Foreign Backstop Letters of Credit on the date on which the Borrower has requested that the Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) or (ii) the Available Aggregate Outstanding Revolving Credit Commitment of all the Revolving Credit Lenders would be less than zeroexceed the Revolving Credit Commitments of all the Revolving Credit Lenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars or or, in a the case of Foreign Currency, provided that the aggregate face amount of all Backstop Letters of Credit denominated Credit, in such Dollars or any Designated Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, Currency and shall be either (xA) a standby letter of credit issued to support obligations of the Company Borrower or any of its Subsidiaries, contingent or otherwise for general corporate needsotherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”), or (yB) a documentary commercial letter of credit in respect of the purchase of goods or services by the Company Borrower or any of its Subsidiaries in the ordinary course of business and (a “Commercial Letter of Credit”), (ii) expire no later than the earlier of (x) one year from the date of issuance thereof or (y) five business days prior to the Termination DateDate and (iii) unless otherwise agreed by the Administrative Agent, provided that any Letter expire no later than 365 days after its date of Credit with a one-year tenor may provide for issuance in the renewal thereof for additional one-year periodscase of Standby Letters of Credit, which shall and 180 days after its date of issuance in no event extend beyond the date referred to in clause (y) abovecase of Commercial Letters of Credit.
(b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) No Issuing Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Subsection 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding under this Agreement for the account of the Parent Borrower the Existing Letters of Credit issued prior to the date hereof by it and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectivelythe letters of credit issued on and after the Closing Date pursuant to this Section 3, whether together with the Existing Letters of Credit or letters of credit to be issued pursuant to Credit, collectively, the terms hereof, “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as a requesting Borrower is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth (5th) day prior to the Termination Date in such form as may be approved from time to time by such the Issuing BankLender; provided that such Issuing Bank shall not, and shall have no obligation to, issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $150,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the L/C Commitment or (ii) the Available Revolving Credit Commitment Commitments of all the Revolving Credit Lenders would be less than zero. then in effect.
(b) Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (xi) a standby letter of credit issued to support obligations of the Company Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate needspurposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (yii) a documentary commercial letter of credit in respect of the purchase of goods or services by the Company Parent Borrower, any of its Restricted Subsidiaries or its Subsidiaries any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the ordinary course case of business and clause (iiB) below, the Administrative Agent, expire no later than the earlier of (xA) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of issuance thereof or such renewal and (yii) five business days the fifth (5th) Business Day prior to the Termination Date, ; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit with a one-year tenor may provide for in its renewed form under the renewal thereof for additional one-year periodsterms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), which shall in no event extend beyond the date referred to in clause or (y) aboveit has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(bd) Each Letter of Credit issued by an Issuing Lender shall be subject deemed to constitute a utilization of the Uniform Customs andCommitments, to and shall be participated in (as more fully described in the extent not inconsistent therewithfollowing Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York.
(c) No Issuing Bank , and to the extent not prohibited by such laws, the ISP shall at any time be obligated apply to issue any each standby Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any L/C Participant event apply to exceed any limits imposed by, any applicable Requirement this Agreement. All Letters of LawCredit shall be issued on a sight basis only.
Appears in 1 contract
L/C Commitment. (ai) Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a2.7(d)(i), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of the Borrower or any of its Restricted Subsidiaries (so long as the Borrower is a requesting Borrower co-applicant and jointly and severally liable thereunder) on any Business Day during the Initial Revolving Credit Commitment Period but in no event later than the 30th day prior to the Initial Revolving Maturity Date (unless otherwise agreed by the applicable Issuing Bank) in such form as may be approved from time to time by such Issuing Bank; provided that such no Issuing Bank shall not, and 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 Bank would exceed its L/C Commitment Amount (unless such Issuing Bank agrees to do so in its sole discretion), (ii) the L/C Commitment Obligations in respect of all Letters of Credit issued hereunder would exceed $250.0 million or (iiiii) the Available Aggregate Outstanding Revolving Credit Commitment of all the Revolving Lenders would be less than zeroexceed the Revolving Commitments of all the Revolving Lenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (xA) a standby letter of credit issued to support obligations of the Company Borrower or any of its Restricted Subsidiaries, contingent or otherwise for general corporate needsotherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) or (yB) a documentary commercial letter of credit in respect of the purchase of goods or services by the Company Borrower or any of its Restricted Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), and (ii) expire no later unless otherwise agreed by the applicable Issuing Bank, mature not more than the earlier of (x) one year from twelve months after the date of issuance thereof (automatically renewable annually thereafter or (yfor such longer period of time as may be agreed by the relevant Issuing Bank) and, in any event, no later than five business days Business Days prior to the Termination DateInitial Revolving Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Bank). If the Issuing Bank is ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, provided that Citizens Bank, N.A., Fifth Third Bank, National Association or Regions Bank, such Issuing Bank shall not be obligated to issue any Letter Commercial Letters of Credit with a one-year tenor may provide for unless separately agreed between such Issuing Bank (in its sole discretion) and the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause (y) above.
(b) Borrower. Each Letter of Credit shall be subject deemed to constitute a utilization of the Uniform Customs andRevolving Commitments and shall be participated in (as more fully described in the following subsection 2.7(d)(i)) by the Lenders in accordance with their respective Revolving Commitment Percentages. All Letters of Credit shall be denominated in Dollars and shall be issued for the account of the Borrower.
(ii) Unless otherwise agreed by the applicable Issuing Bank and the Borrower, to the extent not inconsistent therewitheach Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each Standby Letter of Credit, and the Uniform Customs shall apply to each Commercial Letter of Credit. The ISP shall not in any event apply to this Agreement.
(ciii) No An Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.. [[5629054]]
Appears in 1 contract
Sources: Credit Agreement (Frontdoor, Inc.)
L/C Commitment. (a) The Existing Letters of Credit will, from and after the Closing Date, be deemed to be Letters of Credit issued under this Agreement on the Closing Date. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection Section 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue at the request of the Borrower letters of credit (collectively, whether together with the Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereofCredit, each a “Letters Letter of Credit”) for the account of a requesting Borrower any Group Member on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing BankLender; provided that such Issuing Bank (i) the Borrower shall notnot request, and no Issuing Lender shall have no obligation tobe required to issue, issue any Letter of Credit if, if after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Obligations Foreign Currencies issued by such Issuing Lender plus (y) the outstanding amount of all Letters of Credit issued by such Issuing Lender other than those denominated in L/C Foreign Currencies would exceed such Issuing Lender’s L/C Commitment then in effect, (B) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in L/C Foreign Currencies would exceed the L/C Commitment Sublimit then in effect, or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the amount of the Extensions of Credit other than Letters of Credit denominated in L/C Foreign Currencies would exceed the Total Commitments then in effect and (ii) the Available Revolving Borrower shall be a co-applicant, and jointly and severally liable with respect to, each Letter of Credit Commitment issued for the account of all the Lenders would be less than zeroany other Group Member. Each Letter of Credit shall (ix) be denominated in Dollars or in a or, if agreed by the applicable Issuing Lender, any L/C Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, Currency and shall be either (x) a standby letter of credit issued to support obligations of the Company or its Subsidiaries, contingent or otherwise for general corporate needs, or (y) a documentary letter of credit in respect of the purchase of goods or services by the Company or its Subsidiaries except as set forth in the ordinary course of business and (ii) next succeeding sentence, expire no later than the earlier of (xA) the date that is one year from after the date of issuance thereof or of such Letter of Credit and (yB) five business thirty (30) days prior to the Termination DateDate then in effect; provided, provided that any Letter of Credit with a one-year tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods, periods (which shall in no event extend beyond the date referred to in foregoing clause (yB). If agreed by an Issuing Lender, Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events shall expire no later than thirty (30) abovedays prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the aggregate face amount of all such Letters of Credit outstanding on the date of such request and giving effect to the proposed issuance would exceed the Dollar Equivalent of $10,000,000.
(b) Each Letter of Credit An Issuing Lender shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) No Issuing Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Bank Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection Section 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing issue standby letters of credit ("Letters of Credit issued prior to the date hereof and originally Credit") for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of a requesting Borrower on any Business Day during from the Closing Date through but not including the Revolving Credit Commitment Period Maturity Date in such form as may be approved from time to time by such the Issuing BankLender; provided provided, that such the Issuing Bank shall not, and Lender shall have no obligation to, to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or (iib) the Available aggregate principal amount of outstanding Revolving Credit Commitment Loans, plus the aggregate principal amount of all outstanding Swingline Loans, plus the Lenders aggregate amount of L/C Obligations would be less than zeroexceed the Aggregate Commitment. Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face minimum amount of all Letters of Credit denominated in $100,000 or such Foreign Currencies lesser amount as the Issuing Lender may approve, (as determined at the time of issuance of any Letter of Creditii) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Company Borrower or any of its Subsidiaries, contingent or otherwise for general corporate needsotherwise, or (y) a documentary letter of credit in respect of the purchase of goods or services by the Company or its Subsidiaries incurred in the ordinary course of business and business, (iiiii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the earlier of fifth (x5th) one year from the date of issuance thereof or (y) five business days Business Day prior to the Termination Revolving Credit Maturity Date, ; provided that any each Letter of Credit with a one-initially expiring by its terms more than one year tenor prior to the Revolving Credit Maturity Date may provide that it will be automatically extended for an additional term of twelve (12) months or less (with identical terms as the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause (y) above.
(b) Each initial Letter of Credit shall including, but not limited to, the fees payable on such Letter of Credit) upon its expiration with no additional action on the part of the Borrower and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) No . The Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Bank 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 outstanding Letters of Credit, unless the context otherwise requires.
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 subsection Section 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing issue Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of a requesting US Borrower on any Business Day during from the Closing Date through but not including the Revolving Credit Commitment Period Maturity Date in such form as may be approved from time to time by such the Issuing BankLender; provided provided, that such the Issuing Bank shall not, and Lender shall have no obligation to, 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 (i) the L/C Commitment or (ii) the Available Revolving Credit Commitment less the aggregate principal amount of all the Lenders would be less than zerooutstanding Loans. Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face minimum amount of all Letters of Credit denominated in such Foreign Currencies $30,000 or a lesser amount acceptable to the Issuing Lender, (as determined at the time of issuance of any Letter of Creditii) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Company US Borrower or any of its Subsidiaries, contingent or otherwise for general corporate needsotherwise, or (y) a documentary letter of credit in respect of the purchase of goods or services by the Company or its Subsidiaries incurred in the ordinary course of business and business, (iiiii) expire on a date no later than the earlier of (xA) five (5) Business Days prior to the Revolving Credit Maturity Date and (B) one year from the after its date of issuance thereof or issuance, and (yiv) five business days prior to the Termination Date, provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause (y) above.
(b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) No North Carolina. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. The Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Bank 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
L/C Commitment. (a) Subject to the terms and conditions hereof, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), JPMorgan Chase BankChase, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of one of the Company borrowers party to the Existing Credit Agreement and each Issuing Bank agrees to issue letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “"Letters of Credit”") for the account of a requesting the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Bank; provided that such Issuing Bank shall not, and 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 Available Revolving Credit Commitment of all the Lenders would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Company Borrower or its Subsidiaries, contingent or otherwise for general corporate needsneeds (a "Standby Letter of Credit"), or (y) a documentary letter of credit in respect of the purchase of goods or services by the Company Borrower or its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit") and (ii) expire no later than the earlier of (x) one year from the date of issuance thereof or (y) five business days prior to the Termination Date, provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause (yii) above.
(b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) No Issuing Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (ai) Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a2.7(d)(i), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of the Borrower or any of its Restricted Subsidiaries (so long as the Borrower is a requesting Borrower co-applicant and jointly and severally liable thereunder) on any Business Day during the Initial Revolving Credit Commitment Period but in no event later than the 30th day prior to the Initial Revolving Maturity Date (unless otherwise agreed by the applicable Issuing Bank) in such form as may be approved from time to time by such Issuing Bank; provided that such no Issuing Bank shall not, and 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 Bank would exceed its L/C Commitment Amount (unless such Issuing Bank agrees to do so in its sole discretion), (ii) the L/C Commitment Obligations in respect of all Letters of Credit issued hereunder would exceed $250.0 million or (iiiii) the Available Aggregate Outstanding Revolving Credit Commitment of all the Revolving Lenders would be less than zeroexceed the Revolving Commitments of all the Revolving Lenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (xA) a standby letter of credit issued to support obligations of the Company Borrower or any of its Restricted Subsidiaries, contingent or otherwise for general corporate needsotherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) or (yB) a documentary commercial letter of credit in respect of the purchase of goods or services by the Company Borrower or any of its Restricted Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), and (ii) expire no later unless otherwise agreed by the applicable Issuing Bank, mature not more than the earlier of (x) one year from twelve months after the date of issuance thereof (automatically renewable annually thereafter or (yfor such longer period of time as may be agreed by the relevant Issuing Bank) and, in any event, no later than five business days Business Days prior to the Termination DateInitial Revolving Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Bank). If the Issuing Bank is ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, provided that Citizens Bank, N.A., Fifth Third Bank, National Association or Regions Bank, such Issuing Bank shall not be obligated to issue any Letter Commercial Letters of Credit with a one-year tenor may provide for unless separately agreed between such Issuing Bank (in its sole discretion) and the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause (y) above.
(b) Borrower. Each Letter of Credit shall be subject deemed to constitute a utilization of the Uniform Customs andRevolving Commitments and shall be participated in (as more fully described in the following subsection 2.7(d)(i)) by the Lenders in accordance with their respective Revolving Commitment Percentages. All Letters of Credit shall be denominated in Dollars and shall be issued for the account of the Borrower.
(ii) Unless otherwise agreed by the applicable Issuing Bank and the Borrower, to the extent not inconsistent therewitheach Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each Standby Letter of Credit, and the Uniform Customs shall apply to each Commercial Letter of Credit. The ISP shall not in any event apply to this Agreement.
(ciii) No An Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.. [[59972986453734]]
Appears in 1 contract
Sources: Credit Agreement (Frontdoor, Inc.)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of a requesting any Specified Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may shall be approved from time reasonably acceptable to time by such Issuing Bank; provided provided, that such Issuing Bank shall not, and shall have no obligation to, issue any Letter of Credit shall be issued if, after giving effect to such issuance, thereto (i) the aggregate amount of the Exposure of all the Banks would exceed the aggregate amount of the Revolving Commitments, (ii) the aggregate amount of the Foreign Currency Exposure in respect of any Currency would exceed the Foreign Currency Exposure Sublimit for such Currency or (iii) the aggregate amount of the L/C Obligations would exceed the L/C Commitment or $100,000,000.
(iia) the Available Revolving Credit Commitment of all the Lenders would be less than zero. Each Letter of Credit shall shall:
(i) be denominated in Dollars or in a an Available Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, Currency and shall be either (xA) a standby letter of credit issued to support obligations of the Company or its Subsidiariesa Specified Borrower, contingent or otherwise otherwise, to provide credit support for general workers’ compensation, other insurance programs and other lawful corporate needs, purposes (a “Standby Letter of Credit”) or (yB) a documentary commercial letter of credit issued in respect of the purchase of goods or and services by the Company or its Subsidiaries in the ordinary course of business of the Company and its Subsidiaries (a “Commercial Letter of Credit”; together with the Standby Letters of Credit, the “Letters of Credit”) and,
(ii) expire no later than the earlier of (x) 365 days after its date of issuance and 5 Business Days prior to the Revolving Termination Date although any such Letter of Credit may be automatically extended for periods of one year from the current or any future expiration date of issuance thereof or the Letter of Credit (yunless the Issuing Bank elects not to extend such Letter of Credit) five business days and the extended maturity date is not beyond 5 Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause (y) above.
(b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New YorkYork or, if acceptable to the Required Banks and the relevant account party, the jurisdiction of the Issuing Office at which such Letter of Credit is issued.
(c) No Issuing Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant Bank to exceed any limits imposed by, any change after the date hereof in any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Subsection 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectively, whether Existing Letters of Credit or the letters of credit to be issued on and after the Closing Date pursuant to this Section 3, collectively, the terms hereof, “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as a requesting Borrower is a co-applicant and jointly and severally liable thereunder) any Restricted Subsidiary on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth day prior to the Termination Date in such form as may be approved from time to time by such the Issuing BankLender; provided that such Issuing Bank shall not, and shall have no obligation to, issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $30,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the L/C Commitment or (ii) the Available Revolving Credit Commitment Commitments of all the Revolving Credit Lenders would be less than zero. then in effect.
(b) Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, Canadian Dollars and shall be either (xi) a standby letter of credit issued to support obligations of the Company Parent Borrower or any of its SubsidiariesRestricted Subsidiaries (including, for the avoidance of doubt, the OpCo Borrower), contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower or its Restricted Subsidiaries, and for general corporate needspurposes, of the Parent Borrower or any of its Restricted Subsidiaries, or (yii) a documentary commercial letter of credit in respect of the purchase of goods or services by the Company Parent Borrower or any of its Subsidiaries Restricted Subsidiaries, and unless otherwise agreed by the applicable Issuing Lender and, in the ordinary course case of business and clause (iiB) below, the Administrative Agent, expire no later than the earlier of (xA) one year after its date of issuance and (B) the fifth Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each 12-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 12-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the then-current expiration date at the time of issuance thereof or such renewal and (yii) five business days the fifth Business Day prior to the Termination Date, ; provided that such Issuing Lender shall have no obligation to permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit with a one-year tenor may provide for in its renewed form under the renewal thereof for additional one-year periodsterms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), which shall in no event extend beyond the date referred to in clause or (y) aboveit has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent or any Borrower that one or more of the applicable conditions specified in Subsection 6.2 are not then satisfied, or that the issuance of such Letter of Credit would violate this Subsection 3.1.
(bd) Each Letter of Credit issued by an Issuing Lender shall be subject deemed to constitute a utilization of the Uniform Customs andCommitments, to and shall be participated in (as more fully described in the extent not inconsistent therewithfollowing Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Subsidiary.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Borrower Representative, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York.
(c) No Issuing Bank , and to the extent not prohibited by such laws, the ISP shall at any time be obligated apply to issue any each standby Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any L/C Participant event apply to exceed any limits imposed by, any applicable Requirement of Lawthis Agreement.
Appears in 1 contract
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, subject to the terms and conditions hereof, constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectivelythe letters of credit issued on and after the Closing Date pursuant to this Section 3, whether together with the Existing Letters of Credit or letters of credit to be issued pursuant to Credit, collectively, the terms hereof, “Letters of Credit”) for the account of a requesting the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing BankLender; provided that such the Issuing Bank Lender shall not, and shall have no obligation to, not issue any Letter of Credit if, after giving effect to such issuance, (i) the sum of the Letters of Credit (other than Foreign Backstop Letters of Credit) and the Dollar Equivalent of the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit would exceed $[60,000,000] (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding L/C Commitment Obligations in respect of any Foreign Backstop Letters of Credit on the date on which the Borrower has requested that the Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) or (ii) the Available Aggregate Outstanding Revolving Credit Commitment of all the Revolving Credit Lenders would be less than zeroexceed the Revolving Credit Commitments of all the Revolving Credit Lenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars or or, in a the case of Foreign Currency, provided that the aggregate face amount of all Backstop Letters of Credit denominated Credit, in such Dollars or any Designated Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, Currency and shall be either (xA) a standby letter of credit issued to support obligations of the Company Borrower or any of its Subsidiaries, contingent or otherwise for general corporate needsotherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”), or (yB) a documentary commercial letter of credit in respect of the purchase of goods or services by the Company Borrower or any of its Subsidiaries in the ordinary course of business and (a “Commercial Letter of Credit”), (ii) expire no later than the earlier of (x) one year from the date of issuance thereof or (y) five business days prior to the Termination DateDate and (iii) unless otherwise agreed by the Administrative Agent, provided that any Letter expire no later than 365 days after its date of Credit with a one-year tenor may provide for issuance in the renewal thereof for additional one-year periodscase of Standby Letters of Credit, which shall and 180 days after its date of issuance in no event extend beyond the date referred to in clause (y) abovecase of Commercial Letters of Credit.
(b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) No Issuing Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit and Guarantee Agreement
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection 3.4(aSection 5.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue new letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of a any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day during from the Revolving Credit Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing BankLender; provided that such Issuing Bank shall not, and Lender shall have no obligation to, to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the Available aggregate amount of the Utilized Revolving Credit Commitment of all the Lenders Commitments would be less greater than zerothe Revolving Loan Commitments or (iii) the Utilized Revolving Commitments of such Borrower would exceed such Borrower’s Sublimit. Each Letter of Credit shall (i) be denominated in Dollars or in Dollars, (ii) have a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies at least $1,000,000 (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Company or its Subsidiaries, contingent or unless otherwise for general corporate needs, or (y) a documentary letter of credit in respect of the purchase of goods or services agreed by the Company or its Subsidiaries in the ordinary course of business applicable Issuing Lender) and (ii) expire no later than the earlier of (x) one year from the first anniversary of its date of issuance thereof or and (y) the date that is five business days Business Days prior to the Termination Maturity Date; provided, provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periodsthat, which shall in no event extend beyond the date referred to in clause (y) above.
(b) Each Letter if one or more Letters of Credit shall be subject at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Uniform Customs andAdministrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent not inconsistent therewithany such cash collateral, the laws of application thereof or reimbursement in respect thereof is required to be returned to the State of New Yorkrelevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).
(c) No Issuing Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Revolving Credit Agreement (Dominion Resources Inc /Va/)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a3.9(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “"Letters of Credit”") for the account of a requesting the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Bank; provided that such no Issuing Bank shall not, and shall have no any obligation to, to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations at such time would exceed the L/C Commitment or Commitment, (ii) the Available Standby Letter of Credit Outstandings at such time would exceed $125,000,000, (iii) the Aggregate Revolving Credit Outstandings at such time would exceed the aggregate amount of the Revolving Credit Commitments at such time, (iv) in the case of Letters of Credit issued in currencies other than Dollars only, the L/C Obligations in respect of Letters of Credit issued in currencies other than Dollars would exceed the Foreign L/C Commitment Sublimit at such time, or (v) the Aggregate Outstanding Extensions of all Credit at such time would exceed the Lenders would be less than zero. Borrowing Base at such time.
(b) Each Letter of Credit shall shall:
(i) be denominated in Dollars or in a Foreign Currency, provided such other currency that as of the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time date of issuance thereof is in the reasonable judgment of any Letter of Creditthe relevant Issuing Bank (which shall be binding on the L/C Participants) shall not exceed $20,000,000freely convertible or exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (xA) a standby letter of credit issued to support obligations of the Company Borrower or its Subsidiariesa Subsidiary, contingent or otherwise for general corporate needsotherwise, including, without limitation, except as provided in clause (e) hereof, to support letters of credit and the reimbursement obligations attendant thereto issued pursuant to or under the Existing DIP Agreement which are then outstanding on the Effective Date (a "Standby Letter of Credit"), or (yB) a documentary commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Company or Borrower and its Subsidiaries in the ordinary course of business and (a "Trade Letter of Credit"), and
(ii) expire no later than the earlier of (xA) five Business Days prior to the Termination Date (unless the Administrative Agent has received and maintains cash Collateral in an amount equal to 103% of the maximum amount available to be drawn under any such Letter of Credit for which the Borrower has requested an expiry date after the Termination Date, in which event the expiry of any such Letter of Credit may extend beyond the Termination Date) and (B) one year from after the date of issuance thereof, provided that, subject to clause (A) above, any Letter of Credit may, at the request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional period of one year or (y) five business less unless the Issuing Bank which issued such Letter of Credit shall have given at least sixty days prior written notice to the Borrower and the beneficiary of such Letter of Credit that such Letter of Credit will not be renewed, in which case such Letter of Credit may, at the option of the Borrower, provide that the beneficiary of such Letter of Credit will be entitled to draw on such Letter of Credit at any time during the thirty days prior to the Termination Date, provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause (y) aboveexpiry thereof.
(bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws law of the State Commonwealth of New YorkMassachusetts.
(cd) No Issuing Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(e) On the Effective Date, all letters of credit and the reimbursement obligations attendant thereto issued by Fleet under the Existing DIP Agreement which are then outstanding shall be, from and after such date, deemed to be, and shall become for all purposes, Letters of Credit with Reimbursement Obligations attendant thereto issued pursuant to, and be outstanding under, this Agreement.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding under this Agreement for the account of the Parent Borrower the Existing Letters of Credit issued prior to the date hereof by it and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectivelythe letters of credit issued on and after the Closing Date pursuant to this Section 3, whether together with the Existing Letters of Credit or letters of credit to be issued pursuant to Credit, collectively, the terms hereof, “Letters of Credit”) for the account of a requesting the applicable Borrower on any Business Day during the Revolving Credit Commitment Period but in no event later than the 30th day prior to the Termination Date in such form as may be approved from time to time by such the Issuing BankLender; provided that such Issuing Bank shall not, and shall have no obligation to, issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) (A) aggregate Canadian Facility L/C Obligations shall exceed $50,000,000 or (B) the aggregate Extensions of Credit to the U.S. Borrowers, the Canadian Borrowers or the Borrowers would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent or the Canadian Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars or any Designated Foreign Currency on the date on which the applicable Borrower has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)), (ii) the L/C Obligations in respect of Letters of Credit would exceed $200,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the L/C Commitment or (ii) the Available Revolving Credit Commitment Commitments of all the Revolving Credit Lenders would be less than zerothen in effect. Each Letter of Credit shall (i) be denominated in Dollars, Canadian Dollars or in a any other Designated Foreign Currency, provided that Currency requested by the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, applicable Borrower and shall be either (xA) a standby letter of credit issued to support obligations of the Company Parent Borrower or any of its Subsidiaries, contingent or otherwise, which finance or otherwise for general corporate needsarise in connection with the working capital and business needs of the Parent Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”), or (yB) a documentary commercial letter of credit in respect of the purchase of goods or services by the Company Parent Borrower or any of its Subsidiaries in the ordinary course of business (a “Commercial L/C”), and (ii) unless otherwise agreed by the Administrative Agent or the Canadian Agent, as applicable, expire no later than the earlier of (xA) one year from the after its date of issuance thereof or and (yB) five business days the 10th day prior to the Termination Date, provided that any in the case of Standby Letters of Credit (subject, if requested by the applicable Borrower and agreed to by the Issuing Lender, to auto-renewals for successive periods not exceeding one year and ending prior to the 10th day prior to the Termination Date), or (A) 180 days after its date of issuance and (B) the 30th day prior to the Termination Date, in the case of Commercial Letters of Credit. Each Letter of Credit issued by the U.S. Facility Issuing Lender shall be deemed to constitute a utilization of the U.S. Facility Commitments and each Letter of Credit issued by the Canadian Facility Issuing Lender shall be deemed to constitute a utilization of the Canadian Facility Commitments, and shall be participated in (as more fully described in following subsection 3.4) by the U.S. Facility Lenders or the Canadian Facility Lenders, as applicable, in accordance with a one-year tenor may provide their respective U.S. Facility Commitment Percentages or Canadian Facility Commitment Percentages, as applicable. All Letters of Credit issued under the U.S. Revolving Credit Facility shall be denominated in Dollars or in the respective Designated Foreign Currency requested by the applicable U.S. Borrower and shall be issued for the renewal thereof account of the applicable U.S. Borrower. All Letters of Credit issued under the Canadian Revolving Credit Facility shall be denominated in Canadian Dollars requested by the applicable Borrower and shall be issued for additional one-year periods, which shall in no event extend beyond the date referred to in clause (y) aboveaccount of the applicable Borrower.
(b) Each Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. All Letters of Credit shall be issued on a sight basis only.
(c) No Issuing Bank Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Hertz Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lenders, upon notice to the Administrative Agent, and in reliance on the agreements of the other Revolving Lenders set forth in subsection Section 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees agree to continue to hold outstanding Existing issue Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of a requesting Borrower Multicurrency Borrowers on any Business Day during from the Revolving Credit Commitment Period Closing Date through but not including the date which is five (5) Business Days prior to the Maturity Date in such form as may be approved from time to time by such the applicable Issuing BankLender; provided that such no Issuing Bank shall not, and Lender shall have no any obligation to, to issue any Letter of Credit if, after giving effect to such issuance, (i) the aggregate amount of all outstanding L/C Obligations would exceed the lesser of (i) the L/C Commitment or (ii) the Available Revolving Credit Commitment less the sum of the aggregate principal amount of all outstanding Revolving Loans, all outstanding Non-Cash Management Swingline Loans and the Lenders would be less than zeroAggregate Cash Management Swingline Commitment. Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be denominated in Dollars or a Permitted Currency in a Foreign Currencyminimum amount acceptable to the applicable Issuing Lender, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Creditii) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Company or its SubsidiariesCredit Parties, contingent or otherwise for general corporate needsotherwise, or (y) a documentary letter of credit in respect of the purchase of goods or services by the Company or its Subsidiaries incurred in the ordinary course of business and business, (iiiii) expire on a date satisfactory to the applicable Issuing Lender and the Administrative Agent, which date shall be no later than the earlier of (xA) five (5) Business Days prior to the Maturity Date and (B) one year from the after its date of issuance thereof issuance; provided that any such Letter of Credit may, (I) by its terms and otherwise consistent with this Agreement, provide for automatic annual renewals and (II) expire on a date that is after the Maturity Date with the prior written consent of each of the Administrative Agent and the applicable Issuing Lender, in each such Person's sole discretion; provided that all L/C Obligations associated with any such Letter of Credit are cash collateralized in a manner satisfactory to the Administrative Agent and the applicable Issuing Lender on or (y) five business days prior to the Termination Maturity Date, provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause and (yiv) above.
(b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) . As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Revolving Loan Documents, a Letter of Credit issued and outstanding hereunder. No Issuing Bank Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank 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 (Cott Corp /Cn/)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection Section 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue standby letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of a requesting the Borrower on any Business Day during from the Revolving Credit Commitment Period Closing Date to, but not including, the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by such the applicable Issuing BankLender; provided provided, that such no Issuing Bank shall not, and Lender shall have no any obligation to, to issue any Letter of Credit if, after giving effect to such issuance, (ia) the aggregate amount of L/C Obligations would exceed the L/C Commitment or (iib) the Available Revolving Credit Commitment aggregate amount of all L/C Obligations would exceed the Lenders would be less than zeroBorrowing Limit. Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies Permitted Currency and (as determined at the time of issuance of any Letter of Creditii) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Company Borrower or any of its Subsidiaries, contingent or otherwise for general corporate needsotherwise, or (y) a documentary letter of credit in respect of the purchase of goods or services by the Company or its Subsidiaries in the ordinary course of business and (iiiii) expire on a date that is no later than the earlier of fifth (x5th) one year from the date of issuance thereof or (y) five business days Business Day prior to the Termination Date, Maturity Date (provided that any such Letter of Credit may, (A) by its terms and otherwise consistent with a one-year tenor may this Agreement, provide for automatic annual renewals and (B) expire on a date that is after the renewal thereof for additional one-year periodsMaturity Date with the prior written consent of each of the Administrative Agent and the applicable Issuing Lender, which shall in no event extend beyond the date referred to in clause (y) above.
(b) Each each such Person’s sole discretion; provided that all L/C Obligations associated with any such Letter of Credit shall are cash collateralized in a manner satisfactory to the Administrative Agent and the applicable Issuing Lender on or prior to the fifth (5th) Business Day prior to the Maturity Date and that, on the Maturity Date, all the L/C Participants are released from their L/C Obligations pertaining to such Letters of Credit) and (iv) be subject to the Uniform Customs ISP98 and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) . No Issuing Bank Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank 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 outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 1 contract
Sources: Credit Agreement (Bowater Inc)
L/C Commitment. (a) Subject If, and only if, a beneficiary of any Letter of Credit requested pursuant to Section 3.1 refuses to accept a Syndicated Letter of Credit, the terms and conditions hereofFronting Bank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), JPMorgan Chase Bank, as an Issuing BankSection 3.2(c) and subject to the other terms and conditions hereof, agrees to continue to hold outstanding Existing Letters issue standby letters of Credit issued prior to the date hereof and originally credit for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of a requesting Borrower on any Business Day during from the Revolving Credit Commitment Period Closing Date to but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by such Issuing the Fronting Bank; provided provided, that such Issuing (i) the Fronting Bank shall not, and shall have no obligation to, to issue any Fronted Letter of Credit if, after giving effect to such issuance, (iA) the L/C Obligations would exceed the L/C Commitment or (B) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Aggregate Commitment, (ii) the Available Revolving an Additional Fronting Bank may only issue Fronted Letters of Credit Commitment of all the Lenders would under this Section 3.2(a) following compliance with Section 3.2(f) with respect to such Additional Fronting Bank, and (iii) no Additional Fronting Bank shall be less than zero. Each obligated to issue any Fronted Letter of Credit shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) hereunder. The Fronting Bank shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Company or its Subsidiaries, contingent or otherwise for general corporate needs, or (y) a documentary letter of credit in respect of the purchase of goods or services by the Company or its Subsidiaries in the ordinary course of business and (ii) expire no later than the earlier of (x) one year from the date of issuance thereof or (y) five business days prior to the Termination Date, provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause (y) above.
(b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) No Issuing Bank shall at any time be obligated to issue any Fronted Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing the Fronting Bank or any Fronted L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(aSection 2.20(e), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of a requesting the Borrower or any of its Subsidiaries or Affiliates on any Business Day during the Revolving Credit period from the Closing Date to the Commitment Period Termination Date of such Issuing Bank in such form as may be approved from time to time by such Issuing Bank; provided that such no Issuing Bank shall not, and shall have no any obligation to, to issue any Letter of Credit if, after giving effect to such issuance, (i) without the consent of the applicable Issuing Bank, (A) in the case of any Principal Issuing Bank, the L/C Obligations with respect to Letters of Credit issued by such Principal Issuing Bank would exceed $300,000,000 or such other amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the aggregate amount of the Commitments) as may be agreed to by such Principal Issuing Bank and the Borrower in writing from time to time (with prompt notice to the Administrative Agent), and (B) in the case of any other Issuing Bank, the L/C Commitment or Obligations with respect to Letters of Credit issued by such Issuing Bank would exceed such amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the aggregate amount of the Commitments) as may be agreed to by such Issuing Bank and the Borrower in writing from time to time (with prompt notice to the Administrative Agent), (ii) the Available Revolving aggregate principal amount of the Total Extensions of Credit (or the Dollar Equivalent thereof, in the case of Alternate Currency Loans or L/C Obligations denominated in an Alternate Currency) would exceed the aggregate amount of the Commitments or (iii) in the event that the Commitment Termination Date shall have been extended pursuant to Section 2.21 with respect to some but not all of all the Lenders, the portion of the L/C Obligations attributable to Letters of Credit with expiry dates after any Existing Commitment Termination Date will exceed the portion of the aggregate Commitments attributable to the Commitments of the Lenders would be less than zerowith respect to which the Commitment Termination Date shall have been extended beyond such Existing Commitment Termination Date. Each Letter of Credit shall (iA) be denominated in Dollars or in a Foreign any Alternate Currency, provided that the aggregate (B) have a face amount of all Letters of Credit denominated in such Foreign Currencies at least $1,000,000 (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Company or its Subsidiaries, contingent or unless otherwise for general corporate needs, or (y) a documentary letter of credit in respect of the purchase of goods or services agreed by the Company or its Subsidiaries in the ordinary course of business Issuing Bank) and (iiC) expire no later than the earlier of (x) one year from the first anniversary of its date of issuance thereof or and (y) the date that is five business days Business Days prior to the Commitment Termination DateDate of the applicable Issuing Bank, provided that any Letter of Credit with a one-year tenor term may provide for the renewal thereof for additional one-year periods, periods (which shall in no event extend beyond the date referred to in clause (y) above.
). It is agreed that the Borrower shall have the right from and after the Execution Date to request that any letter of credit issued by a Principal Issuing Bank pursuant to documentation other than this Agreement be deemed (bat any time during the Commitment Period of such Principal Issuing Bank) Each to constitute a Letter of Credit shall issued under this Agreement, and, provided that all requirements of this Agreement that would then be subject applicable to the Uniform Customs and, to the extent not inconsistent therewith, the laws issuance of the State such letter of New York.
(c) No Issuing Bank shall at any time be obligated to issue any credit if it were then being newly issued as a Letter of Credit hereunder are satisfied (including the satisfaction of the conditions precedent set forth in Section 4.2 and Section 4.3), and with the consent of the applicable Principal Issuing Bank, such letter of credit shall be so deemed to constitute a Letter of Credit issued under this Agreement as fully as if such issuance would conflict with, or cause such it were then newly issued under this Agreement. The applicable Principal Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement shall provide the Administrative Agent with a copy of Laweach such Letter of Credit in accordance with Section 2.20(b) below.
Appears in 1 contract
Sources: Credit Agreement (Phillips 66)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection Section 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue standby letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of a requesting the Borrower on any Business Day during from the Revolving Credit Commitment Period Closing Date to, but not including, the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by such the applicable Issuing BankLender; provided provided, that such no Issuing Bank shall not, and Lender shall have no any obligation to, to issue any Letter of Credit if, after giving effect to such issuance, (ia) the aggregate amount of L/C Obligations would exceed the L/C Commitment or (iib) the Available Revolving Credit Commitment aggregate amount of all L/C Obligations would exceed the Lenders would be less than zeroBorrowing Limit. Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies Permitted Currency and (as determined at the time of issuance of any Letter of Creditii) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Company Borrower or any of its Subsidiaries, contingent or otherwise for general corporate needsotherwise, or (y) a documentary letter of credit in respect of the purchase of goods or services by the Company or its Subsidiaries in the ordinary course of business and (iiiii) expire on a date that is no later than the earlier of fifth (x5th) one year from the date of issuance thereof or (y) five business days Business Day prior to the Termination Date, Maturity Date (provided that any such Letter of Credit may, (A) by its terms and otherwise consistent with a one-year tenor may this Agreement, provide for automatic annual renewals and (B) expire on a date that is after the renewal thereof for additional one-year periodsMaturity Date with the prior written consent of each of the Administrative Agent and the applicable Issuing Lender, which shall in no event extend beyond the date referred to in clause (y) above.
(b) Each each such Person’s sole discretion; provided that all L/C Obligations associated with any such Letter of Credit shall are cash collateralized in a manner satisfactory to the Administrative Agent and the applicable Issuing Lender on or prior to the fifth (5th) Business Day prior to the Maturity Date and that, on the Maturity Date, all the L/C Participants are released from their L/C Obligations pertaining to such Letters of Credit) and (iv) be subject to the Uniform Customs ISP98 and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) . No Issuing Bank Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank 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 outstanding Letters of Credit, unless the context otherwise requires. As of - the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 1 contract
Sources: Credit Agreement (Bowater Inc)
L/C Commitment. (ai) Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(aSubsection 2.6(d)(i), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectively, whether Existing Letters of Credit or the letters of credit to be issued on or after the Closing Date pursuant to this Subsection 2.6, collectively, the terms hereof, “Letters of Credit”) for the account of a requesting the Borrower and any of its Restricted Subsidiaries on any Business Day during the Initial Revolving Credit Commitment Period Period, but in no event later than the 30th day prior to the Initial Revolving Maturity Date in such form as may be approved from time to time by such Issuing Bank; provided that such (x) no Issuing Bank shall not, and 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 would exceed the L/C Commitment Amount or (ii) the Available Aggregate Outstanding Revolving Credit Commitment of all the Revolving Lenders would exceed the Revolving Commitments of all the Revolving Lenders then in effect and (y) a Letter of Credit shall be less than zeroissued by an Issuing Bank, unless the L/C Obligations in respect of Letters of Credit issued by such Issuing Bank would exceed such Issuing Bank’s L/C Commitment Amount Individual Sublimit (unless such Issuing Bank agrees to do so in its sole discretion) after giving effect to the issuance of such Letter of Credit (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans in any Designated Foreign Currency and the then outstanding L/C Obligations in respect of any Letters of Credit denominated in any Designated Foreign Currency on the date on which the Borrower has given the Administrative Agent a Letter of Credit Request with respect to any Letter of Credit for purposes of determining compliance with this Subsection 2.6(a)(i)). Each Letter of Credit shall (i) be denominated in Dollars or in a Designated Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, Currency and shall be either (xA) a standby letter of credit issued to support obligations of the Company Borrower or any of its Restricted Subsidiaries, contingent or otherwise for general corporate needsotherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) or (yB) a documentary commercial letter of credit in respect of the purchase of goods or services by the Company Borrower or any of its Restricted Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), it being agreed that (x) Deutsche Bank AG New York Branch, UBS AG, Stamford Branch, Barclays Bank PLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, Royal Bank of Canada and ▇▇▇▇▇▇▇▇▇ Finance LLC shall not be obligated to issue any Commercial Letters of Credit and (y) ▇▇▇▇▇▇▇▇▇ Finance LLC shall not be obligated to issue any Letter of Credit denominated in any Designated Foreign Currency, in each case unless separately agreed between such Issuing Bank (in its sole discretion) and the Borrower, and (ii) expire no later unless otherwise agreed by the applicable Issuing Bank, mature not more than the earlier of (x) one year from twelve months after the date of issuance thereof (automatically renewable annually thereafter or (yfor such longer period of time, in each case, as may be agreed by the relevant Issuing Bank) and, in any event, no later than five business days Business Days prior to the Termination Date, provided that any Letter of Credit with a one-year tenor may provide for Initial Revolving Maturity Date (except to the renewal thereof for additional one-year periods, which shall in no event extend beyond extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the date referred to in clause (y) above.
(b) relevant Issuing Bank). Each Letter of Credit shall be subject deemed to constitute a utilization of the Uniform Customs andRevolving Commitments and shall be participated in (as more fully described in following Subsection 2.6(d)(i)) by the Revolving Lenders in accordance with their respective Revolving Commitment Percentages.
(ii) Unless otherwise agreed by the applicable Issuing Bank and the Borrower, to the extent not inconsistent therewitheach Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each Standby Letter of Credit, and the Uniform Customs shall apply to each Commercial Letter of Credit. The ISP shall not in any event apply to this Agreement.
(ciii) No An Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Cash Flow Credit Agreement (Cornerstone Building Brands, Inc.)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued prior to the date hereof by it and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectivelythe letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, whether together with the Existing Letters of Credit or letters of credit to be issued pursuant to Credit, the terms hereof, “Letters of Credit” or “L/Cs”) for the account of a requesting Borrower the Borrowers on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth Business Day prior to the Maturity Date in such form as may be approved from time to time by such Issuing BankLender; provided that such Issuing Bank Lender shall not, and shall have no obligation to, not issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Aggregate Tranche A Credit Extensions, would exceed the L/C Commitment applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) or (ii) the Available Revolving L/C Obligations in respect of Letters of Credit Commitment of all the Lenders would be less than zeroexceed $125,000,000. Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign CurrencyCanadian Dollars, provided that requested by the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, Borrower Representative and shall be either (xA) a standby letter of credit issued to support obligations of the Company Parent Borrower or any of its Subsidiaries, contingent or otherwise for general corporate needsotherwise, which finance the working capital and business needs of the Parent Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) or (yB) a documentary commercial letter of credit in respect of the purchase of goods or services by the Company Parent Borrower or any of its Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), and (ii) expire unless otherwise agreed by the Issuing Lender, mature not more than twelve months after the date of issuance (automatically renewable annually thereafter or for such longer period of time as may be agreed by the relevant Issuing Lender) and, in any event no later than the earlier of (x) one year from the date of issuance thereof or (y) five business days fifth Business Day prior to the Termination Date, provided that any Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Letter of Credit issued by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with a one-year tenor may provide their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the renewal thereof account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for additional one-year periods, which shall in no event extend beyond pursuant to arrangements reasonably acceptable to the date referred to in clause (y) aboverelevant Issuing Lender.
(b) Each Unless otherwise agreed to by the applicable Issuing Lender and the Borrower Representative on behalf of the applicable Borrower at the time of issuance, each Letter of Credit shall be subject to the Uniform Customs andgoverned by, to the extent not inconsistent therewithand shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement.
(c) No Issuing Bank Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Abl Credit Agreement (Veritiv Corp)
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, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectivelythe letters of credit issued on and after the Closing Date pursuant to this Section 3, whether together with the Existing Letters of Credit or letters of credit to be issued pursuant to Credit, collectively, the terms hereof, “"Letters of Credit”") for the account of a requesting the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing BankLender; provided provided, that such no Issuing Bank shall not, and Lender shall have no any obligation to, to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) aggregate amount of the Available Revolving Credit Commitment of all the Lenders Commitments at such time would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Company or its Subsidiaries, contingent or otherwise for general corporate needs, or (y) a documentary letter of credit in respect of the purchase of goods or services by the Company or its Subsidiaries in the ordinary course of business euro and (ii) except as otherwise provided in Annex B with respect to certain Existing Letters of Credit, expire no later than the earlier of (x) one year from the first anniversary of its date of issuance thereof or and (y) the date which is five business days Business Days prior to the Scheduled Revolving Credit Termination Date, ; provided that (i) any Letter of Credit with a one-year tenor term may provide for the renewal thereof for additional one-year periods, periods (which shall in no event extend beyond the date referred to in clause (y) above.
), and (bii) Each no Issuing Lender shall be under any obligation to issue a Letter of Credit shall be subject (Euro) if the obligation of any Lender to the Uniform Customs and, make Revolving Credit Euro Loans is suspended at such time pursuant to the extent not inconsistent therewith, the laws of the State of New YorkSection 2.17 or Section 2.22.
(c) No Issuing Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
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 Lenders set forth in subsection Section 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing issue Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of a requesting US Borrower on any Business Day during from the Revolving Credit Commitment Period Closing Date through but not including the Maturity Date in such form as may be approved from time to time by such the Issuing BankLender; provided provided, that such the Issuing Bank shall not, and Lender shall have no obligation to, 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 (i) the L/C Commitment or (ii) the Available Revolving Credit Aggregate Commitment less the aggregate principal amount of all the Lenders would be less than zerooutstanding Loans. Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face minimum amount of all Letters of Credit denominated in such Foreign Currencies $30,000 or a lesser amount acceptable to the Issuing Lender, (as determined at the time of issuance of any Letter of Creditii) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Company US Borrower or any of its Subsidiaries, contingent or otherwise for general corporate needsotherwise, or (y) a documentary letter of credit in respect of the purchase of goods or services by the Company or its Subsidiaries incurred in the ordinary course of business and business, (iiiii) expire on a date no later than the earlier of (xA) five (5) Business Days prior to the Maturity Date and (B) one year from the after its date of issuance thereof or issuance, and (yiv) five business days prior to the Termination Date, provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause (y) above.
(b) Each Letter of Credit shall be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) No North Carolina. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. The Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Bank 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 (SCP Pool Corp)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection 3.4(aSection 5.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue new letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of a any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day during from the Revolving Credit Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing BankLender; provided that such Issuing Bank shall not, and Lender shall have no obligation to, to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the Available aggregate amount of the Utilized Revolving Credit Commitment of all the Lenders Commitments would be less greater than zerothe Revolving Loan Commitments or (iii) the Utilized Revolving Commitments of such Borrower would exceed such Borrower’s Sublimit. Each Letter of Credit shall (i) be denominated in Dollars or in Dollars, (ii) have a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies at least $100,000 (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Company or its Subsidiaries, contingent or unless otherwise for general corporate needs, or (y) a documentary letter of credit in respect of the purchase of goods or services agreed by the Company or its Subsidiaries in the ordinary course of business applicable Issuing Lender) and (ii) expire no later than the earlier of (x) one year from the first anniversary of its date of issuance thereof or and (y) the date that is five business days Business Days prior to the Termination Maturity Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, provided that any Letter the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit with a one-year tenor may provide if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the renewal thereof for additional one-year periods, which shall purposes set forth in no event extend beyond the date referred to in clause (y) aboveSection 10.2(c).
(b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) No Issuing Bank Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement requirement of Lawlaw.
(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” of any Issuing Lender that becomes an Issuing Lender after the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro rata.
Appears in 1 contract
Sources: Revolving Credit Agreement (Dominion Resources Inc /Va/)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Bank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a3.3(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectively, whether together with the Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereofCredit, “Letters of Credit”"LETTERS OF CREDIT") for the account of a requesting the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Bank; provided that such the Issuing Bank shall not, and shall have no obligation to, not issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment $15,000,000 or (ii) the aggregate Available Revolving Credit Commitment Commitments of all the Lenders would be less than zero. .
(b) Each Letter of Credit shall shall:
(i) be denominated in Dollars or Dollars, be in a Foreign Currency, provided that the aggregate face minimum amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed least $20,000,000, 20,000 and shall be either (x) a standby letter of credit issued to support obligations of the Company or Borrower and its Subsidiaries, contingent or otherwise for general corporate needsotherwise, not prohibited hereunder (a "STANDBY LETTER OF CREDIT"), or (y) a documentary commercial letter of credit issued in respect of the purchase of goods good or services by the Company or Borrower and its Subsidiaries in the ordinary course of business and (a "COMMERCIAL LETTER OF CREDIT"); and
(ii) expire no later than the earlier of (x) one year from 180 days after its issuance (or, 365 days in the date case of issuance thereof or a Standby Letter of Credit), and (y) five the fifth business days day prior to the Revolving Credit Termination Date, provided ; PROVIDED that any the immediately preceding clause (x) shall not prevent the Issuing Bank from agreeing that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless the Issuing Bank elects not to extend for any such additional period; PROVIDED FURTHER that the Issuing Bank shall deliver a written notice to the Administrative Agent setting forth the last day on which the Issuing Bank may give notice that it will not extend such Standby Letter of Credit (the "NOTIFICATION DATE") at least ten Business Days prior to such Notification Date; and PROVIDED FURTHER that the Issuing Bank shall give notice that it will not extend such Standby Letter of Credit if has knowledge that an Event of Default has occurred and is continuing on such Notification Date, unless such Event of Default has been waived in accordance with a one-year tenor may provide for the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause (y) abovesubsection 13.1.
(bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(cd) No The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) 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, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectivelythe letters of credit issued on and after the Closing Date pursuant to this Section 3, whether together with the Existing Letters of Credit or letters of credit to be issued pursuant to Credit, collectively, the terms hereof, “Letters of Credit”) for the account of a requesting the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing BankLender; provided provided, that such no Issuing Bank shall not, and Lender shall have no any obligation to, to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) aggregate amount of the Available Revolving Credit Commitment of all the Lenders Commitments at such time would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Company or its Subsidiaries, contingent or otherwise for general corporate needs, or (y) a documentary letter of credit in respect of the purchase of goods or services by the Company or its Subsidiaries in the ordinary course of business euro and (ii) except as otherwise provided in Annex B with respect to certain Existing Letters of Credit, expire no later than the earlier of (x) one year from the first anniversary of its date of issuance thereof or and (y) the date which is five business days Business Days prior to the Scheduled Revolving Credit Termination Date, ; provided that (i) any Letter of Credit with a one-year tenor term may provide for the renewal thereof for additional one-year periods, periods (which shall in no event extend beyond the date referred to in clause (y) above.
), and (bii) Each no Issuing Lender shall be under any obligation to issue a Letter of Credit shall be subject (Euro) if the obligation of any Lender to the Uniform Customs and, make Revolving Credit Euro Loans is suspended at such time pursuant to the extent not inconsistent therewith, the laws of the State of New YorkSection 2.17 or Section 2.22.
(c) No Issuing Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Tronox Inc)
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Bank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a2.13(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing issue Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, “Letters of Credit”) for the account of a requesting Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Bank; provided that such the Issuing Bank shall not, and shall have no obligation to, and shall not, issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the Available Revolving Credit Commitment of all the Lenders Commitments would be less than zero. .
(b) Each Letter of Credit shall shall:
(i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (x1) a standby letter of credit issued to support obligations of the Company or its SubsidiariesBorrower, contingent or otherwise for general corporate needsotherwise, in connection with the working capital or business needs of the Borrower in the ordinary course of business permitted hereunder (a "Standby Letter of Credit") or (y2) a documentary commercial letter of credit issued in respect of the purchase of goods or services by the Company or Borrower and its Subsidiaries in the ordinary course of business and (a "Commercial Letter of Credit");
(ii) expire no later than the earlier of (xA) five Business Days prior to the Termination Date and (B) one year from after the date of issuance thereof thereof, provided that, subject to clause (A) above, any such Letter of Credit may, at the request of the Borrower as set forth in the applicable Application or (y) five business days prior to expiration thereof, be automatically renewed on each anniversary of the issuance thereof for an additional period of one year or less unless the Issuing Bank shall have given prior written notice to the Borrower and the beneficiary of such Letter of Credit (as specified therein) that such Letter of Credit will not be renewed;
(iii) have a face amount equal to at least $100,000; and
(iv) if it is outstanding on the Termination Date, provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause (y) abovebe cash collateralized.
(bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(cd) No The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding under this Agreement for the account of the Parent Borrower the Existing Letters of Credit issued prior to the date hereof by it and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectivelythe letters of credit issued on and after the Closing Date pursuant to this Section 3, whether together with the Existing Letters of Credit or letters of credit to be issued pursuant to Credit, collectively, the terms hereof, “Letters of Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as a requesting Borrower is a co-applicant and jointly and severally liable thereunder) any Restricted Subsidiary on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth day prior to the Termination Date in such form as may be approved from time to time by such the Issuing BankLender; provided that such Issuing Bank shall not, and shall have no obligation to, issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $50.0 million or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the L/C Commitment or (ii) the Available Revolving Credit Commitment Commitments of all the Revolving Credit Lenders would be less than zero. then in effect.
(b) Each Letter of Credit shall (i) be denominated in Dollars or Dollars, in a Foreign Currency, provided that the an aggregate face principal amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed no less than $20,000,000, 50,000 and shall be either (xi) a standby letter of credit issued to support obligations of the Company Parent Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower or its Restricted Subsidiaries, and for general corporate needspurposes, of the Parent Borrower or any of its Restricted Subsidiaries (a “Standby Letter of Credit”), or (yii) a documentary commercial letter of credit in respect of the purchase of goods or services by the Company Parent Borrower, or any of its Restricted Subsidiaries (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the ordinary course case of business and clause (iiB) below, the Administrative Agent, expire no later than the earlier of (xA) one year after its date of issuance and (B) the fifth Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of issuance thereof or such renewal and (yii) five business days the fifth Business Day prior to the Termination Date, ; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit with a one-year tenor may provide for in its renewed form under the renewal thereof for additional one-year periodsterms hereof (by reason of the provisions of subsection 3.2(c) or otherwise), which shall in no event extend beyond the date referred to in clause or (y) aboveit has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate subsection 3.1.
(bd) Each Letter of Credit issued by an Issuing Lender shall be subject deemed to constitute a utilization of the Uniform Customs andCommitments, to and shall be participated in (as more fully described in the extent not inconsistent therewithfollowing subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Subsidiary.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York.
(c) No Issuing Bank , and to the extent not prohibited by such laws, the ISP shall at any time be obligated apply to issue any each standby Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any L/C Participant event apply to exceed any limits imposed by, any applicable Requirement this Agreement. All Letters of LawCredit shall be issued on a sight basis only.
Appears in 1 contract
L/C Commitment. (a) Subject Prior to the date hereof, Norwest Bank has issued the Letters of Credit listed on Schedule 3.1 (the "Existing Letters of Credit"), and subject to the terms and conditions hereof, the Lender designated as Issuing Lender hereunder, in reliance on the agreements of the other Lenders set forth in subsection Section 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit (collectively, whether together with the Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereofCredit, “"Letters of Credit”") for the account of a requesting the Borrower, or for the joint and several account of the Borrower and any Subsidiary, on any Business Day during the Revolving Credit Commitment Period in such form as may be requested by the Borrower and approved from time to time by such the Issuing BankLender; provided provided, that such approval may not be unreasonably withheld, delayed or conditioned; and provided, further, that the Issuing Bank shall not, and Lender shall have no obligation to, to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the Available Revolving Aggregate Outstanding Extensions of Credit Commitment of all would exceed the Lenders would be less than zeroaggregate Commitments. Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign CurrencyDollars, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Creditii) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support (I) obligations of the Company Borrower or any of its Subsidiaries, contingent or otherwise for general corporate needsotherwise, which finance the working capital or business needs of the Borrower or its Subsidiaries or (II) performance obligations of the Borrower and its Subsidiaries, in each case, incurred in the ordinary course of business (a "Standby Letter of Credit"), or (y) a documentary commercial letter of credit in respect of the purchase of goods or services by the Company Borrower or any of its Subsidiaries in the ordinary course of business and (iia "Commercial Letter of Credit"), (iii) expire no later than the earlier of (x) one year from the date of issuance thereof or (y) five business days Business Days prior to the Termination DateDate and (iv) expire no later than 365 days after its date of issuance, provided that any Letter of Credit with a one365-year tenor day duration may provide for the renewal thereof at the election of the Borrower (in accordance with procedures to be established by the Issuing Lender) for additional one365-year periods, day periods (which shall in no event extend beyond the date referred to in clause (y) above.
(b) Each Letter of Credit shall be subject not expire later than five Business Days prior to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New YorkTermination Date).
(c) No Issuing Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (a) Subject to Section 2.3.1 and the other terms and conditions hereofprovisions of this Agreement, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank Lender agrees to issue letters of credit (collectivelystandby, whether Existing Letters of Credit or letters of credit to be issued pursuant documentary and trade), in each case containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to the terms hereofIssuing Lender (each, a “Letters Letter of 1377643.07 Credit”) ), at the request of and for the account of a requesting Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved Company from time to time by before the scheduled Termination Date and, as more fully set forth in Section 2.3.2, each Lender with a Revolving Commitment agrees to purchase a participation in each such Issuing BankLetter of Credit; provided that such Issuing Bank shall not, and shall have no obligation to, issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or (ii) the Available Revolving Credit Commitment of all the Lenders would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount Stated Amount of all Letters of Credit denominated in such Foreign Currencies shall not at any time exceed Twenty Five Million Dollars (as determined $25,000,000) and (b) the Revolving Outstandings shall not at any time exceed the time of issuance Revolving Commitment (less the amount of any Letter of Credit) shall not exceed $20,000,000Swing Line Loans outstanding at such time). Subject to the foregoing limitations in this Section, and shall be either (x) a standby the other requirements in this Agreement, the Administrative Agent, the Issuing Lender, the Company and each Lender agrees that any letter of credit issued by the Letter of Credit Issuer prior to support obligations the date of this Agreement for the account of the Company or its Subsidiariesany other Loan Party shall, contingent or otherwise for general corporate needsall purposes, or be deemed to be a Letter of Credit under this Agreement and under the other Loan Documents, including, without limitation the following letters of credit: (yi) a documentary the outstanding letter of credit in respect issued for the account of the purchase of goods or services Company by the Company or its Subsidiaries Issuing Lender bearing LOC #S580339 in the ordinary course amount of business $325,000.00, naming Safety National Casualty as beneficiary, and bearing an expiry date of April 29, 2008, (ii) expire no later than the earlier outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LOC #S580338 in the amount of $450,000.00, naming K▇▇▇▇▇ Insurance as beneficiary, and bearing an expiry date of May 6, 2008, (iii) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LOC #S580337 in the amount of $4,730,381.00, naming The Travelers Indemnity Company as beneficiary, and bearing an expiry date of May 6, 2008, (iv) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LOC #S599094 in the amount of $230,000, naming Mutual Indemnity Ltd. as beneficiary, bearing an expiry date of June 5, 2008, (v) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LOC #S599096 in the amount of $1,523,000, naming Lumbermens Mutual Casualty Company as beneficiary, bearing an expiry date of June 5, 2008, (vi) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LOC # S599093 in the amount of $922,494, naming Reliance Insurance Company as beneficiary, bearing an expiry of June 6, 2008, (vii) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LC #S599259 in the amount of $11,122,500, naming The Travelers Indemnity Company as beneficiary, bearing an expiry of June 6, 2008, (viii) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LC #S599337 in the amount of $2,000,000, naming Wal-Mart Stores Inc. as beneficiary, bearing an expiry of June 6, 2008, (ix) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LC #S599095 in the amount of $1,500,000, naming Nova Information Systems, Inc. as beneficiary, bearing an expiry of June 30, 2008, and (x) one year from the date outstanding letter of issuance thereof or (y) five business days prior to the Termination Date, provided that any Letter of Credit with a one-year tenor may provide credit issued for the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause (y) above.
(b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws account of the State Company by the Issuing Lender bearing LC #S599260 in the amount of New York$596,000, naming Royal Indemnity Company on Behalf of itself and its Affiliated Companies as beneficiary, bearing an expiry of June 6, 2008.
(c) No Issuing Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Cpi Corp)
L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in subsection Section 3.4(a) and of the other French Party Lenders set forth in Section 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the Company and each Issuing Bank agrees to issue letters of credit and/or bank guarantees, but, with regard to bank guarantees, only to the extent a Lender has agreed in writing to issue bank guarantees (collectively, whether Existing together with any Designated Letters of Credit or letters of credit to be issued pursuant to the terms hereofCredit, “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 requesting 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 Credit Commitment Period in such form as may be approved from time to time by such Issuing BankLender; provided that such Issuing Bank Lender shall not, and shall have no obligation to, not issue or extend any Letter of Credit if, after giving effect to such issuanceissuance or extension, in the case of the Borrower and the Foreign Subsidiaries other than the French Subsidiary, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the Available sum of Outstanding Revolving Extensions of Credit Commitment (excluding the Outstanding French Party Extensions of all Credit) would exceed the Lenders Total Revolving Commitments or (iii) the sum of the Multicurrency Revolving Extensions of Credit would be less than zeroexceed the Multicurrency Sublimit and, in the case of the French Borrowers, for the Letters of Credit for the account of the French Subsidiary, the sum of the Outstanding French Party Extensions of Credit would exceed the French Party Commitment. Each Letter of Credit shall (i) be denominated in Dollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations one of the Company or its SubsidiariesForeign Currencies, contingent or otherwise for general corporate needs, or (y) a documentary letter of credit in respect of the purchase of goods or services as specified by the Company or its Subsidiaries in the ordinary course of business Borrower, and (ii) expire no later than the earlier of (x) one year from the second anniversary of its date of issuance thereof or and (y) the date that is five business days Business Days prior to the Revolving Termination Date, ; provided that any Letter of Credit with a one-year tenor term may provide for the renewal thereof for additional one-year periods, periods (which shall in no event extend beyond the date referred to in clause (y) above).
(b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) No Issuing Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Kadant Inc)