Common use of Letter of Credit Issuances Clause in Contracts

Letter of Credit Issuances. On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder. During the Revolving Facility Availability Period, the Borrower may request a Letter of Credit Issuer at any time and from time to time to issue, for the account of the Borrower or any Subsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each Letter of Credit Issuer agrees to issue from time to time Letters of Credit denominated and payable in Dollars and in such form as may be approved by such Letter of Credit Issuer and the Administrative Agent; provided, however, that notwithstanding the foregoing, no Letter of Credit Issuance shall be made if, after giving effect thereto, (i) the Letter of Credit Outstandings would exceed the Letter of Credit Commitment Amount, (ii) the Revolving Facility Exposure of any Lender would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Revolving Facility Exposure plus the principal amount of Swing Loans outstanding would exceed the Total Revolving Commitment, or (iv) the Borrower would be required to prepay Loans or cash collateralize Letters of Credit pursuant to Section 5.1(c) hereof. Subject to Section 3.4 below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof, or (z) 30 Business Days prior to the Revolving Facility Termination Date. Notwithstanding the foregoing, in the event a Lender Default exists, no Letter of Credit Issuer shall be required to issue any Letter of Credit unless either (i) such Letter of Credit Issuer has entered into arrangements satisfactory to it and the Borrower to eliminate such Letter of Credit Issuer’s risk with respect to the participation in Letters of Credit of the Defaulting Lender or Lenders, including by cash collateralizing such Defaulting Lender’s or Lenders’ Revolving Facility Percentage of the Letter of Credit Outstandings; or (ii) the issuance of such Letter of Credit, taking into account the potential failure of the Defaulting Lender or Lenders to risk participate therein, will not cause the Letter of Credit Issuer to incur aggregate credit exposure hereunder with respect to Loans and Letter of Credit Outstandings in excess of its Commitment, and the Borrower has undertaken, for the benefit of such Letter of Credit Issuer, pursuant to an instrument satisfactory in form and substance to such Letter of Credit Issuer, not to thereafter incur Loans or Letter of Credit Outstandings hereunder that would cause the Letter of Credit Issuer to incur aggregate credit exposure hereunder with respect to Loans and Letter of Credit Outstandings in excess of its Commitment.

Letter of Credit Issuances. (a) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder. During the Revolving Facility Availability Period, the Borrower may request a the Letter of Credit Issuer at any time and from time to time to issue, for the account of the Borrower or any Subsidiary Guarantorother Letter of Credit Obligor, and subject to and upon the terms and conditions herein set forth, each the Letter of Credit Issuer agrees agrees, in reliance upon the agreements of the Lenders set forth in this Article III, to issue from time to time Letters of Credit denominated and payable in Dollars and in such form as may be approved by such the Letter of Credit Issuer and the Administrative Agent; provided, however, provided that notwithstanding the foregoing, no after giving effect to any Letter of Credit Issuance shall be made if, after giving effect thereto, (i) the Letter of Credit Outstandings would not exceed the Letter of Credit Commitment Amount, (ii) the Revolving Facility Exposure of any Lender would not exceed such Lender’s Revolving Commitment, (iii) the Aggregate Revolving Facility Exposure plus the principal amount of Swing Loans outstanding would not exceed the Total Revolving Commitment, or and (iv) the Borrower would shall not be required to prepay Loans or cash collateralize Cash Collateralize Letters of Credit pursuant to Section 5.1(c) hereof. Subject to Section 3.4 below, each Each request by the Borrower for the issuance or amendment of a Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof, or (z) 30 Business Days prior be deemed to the Revolving Facility Termination Date. Notwithstanding the foregoing, in the event be a Lender Default exists, no Letter of Credit Issuer shall be required to issue any Letter of Credit unless either (i) such Letter of Credit Issuer has entered into arrangements satisfactory to it and representation by the Borrower to eliminate such Letter of Credit Issuer’s risk with respect to the participation in Letters of Credit of the Defaulting Lender or Lenders, including by cash collateralizing such Defaulting Lender’s or Lenders’ Revolving Facility Percentage of that the Letter of Credit Outstandings; or (ii) Issuance so requested complies with the issuance of such Letter of Credit, taking into account conditions set forth in the potential failure of proviso to the Defaulting Lender or Lenders to risk participate therein, will not cause the Letter of Credit Issuer to incur aggregate credit exposure hereunder with respect to Loans and Letter of Credit Outstandings in excess of its Commitment, and the Borrower has undertaken, for the benefit of such Letter of Credit Issuer, pursuant to an instrument satisfactory in form and substance to such Letter of Credit Issuer, not to thereafter incur Loans or Letter of Credit Outstandings hereunder that would cause the Letter of Credit Issuer to incur aggregate credit exposure hereunder with respect to Loans and Letter of Credit Outstandings in excess of its Commitmentpreceding sentence.

Letter of Credit Issuances. On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder. During the Revolving Facility Availability Period, the Borrower may request a Letter of Credit Issuer at any time and from time to time to issue, for the account of the Borrower or any Subsidiary Guarantor, and subject (a) Subject to and upon the terms and conditions herein set forthof this Credit Agreement, each upon the delivery by the Borrower to the Agent of a Letter of Credit Issuer agrees Request at least four (4) Business Days prior to issue the date of the proposed issuance of any standby Letter of Credit and at least one (1) Business Day prior to the date of the proposed issuance of any commercial Letter of Credit (or, in each case, such shorter period of time to which the Agent and the Issuing Bank may agree), the Agent will, from time to time on or after the Closing Date, cause an Issuing Bank to issue one or more Letters of Credit denominated and payable in Dollars and in an aggregate undrawn amount at such form as may be approved by such time outstanding not to exceed, together with the then aggregate unpaid principal amount of Revolving Loans, all then outstanding Letter of Credit Issuer Obligations, all then outstanding Foreign Exchange Obligations and all then outstanding Acceptance Obligations, an amount equal to the lesser of (i) the Borrowing Base and (ii) the Total Commitments; provided, however, in no -------- ------- event shall the Agent cause an Issuing Bank to issue a Letter of Credit if the original undrawn amount thereof, together with all of the then outstanding Letter of Credit Obligations plus the then outstanding Foreign Exchange Obligations, plus the then outstanding Acceptance Obligations ---- shall exceed $80,000,000. Each Letter of Credit shall (i) be in form, scope and substance satisfactory to the Agent and the Administrative Agentapplicable Issuing Bank and (ii) if a commercial letter of credit, have an expiration date not later than 180 days after its date of issuance (except to the extent the Agent and the Borrower may otherwise agree) and if a standby letter of credit, have an expiration date not later than 360 days after its date of issuance and all Letters of Credit issued hereunder shall expire on a date that is no later than 5 days prior to the Expiration Date and all Acceptance Letters of Credit shall expire on a date which, when taking into consideration the maturity of the Acceptance to be issued thereunder, will not result in such maturity being later than 5 days prior to the Expiration Date; provided, however, that notwithstanding the foregoingany Issuing Bank may, no Letter of Credit Issuance but shall not be made if-------- ------- obligated to, after giving effect thereto, (i) the Letter of Credit Outstandings would exceed the Letter of Credit Commitment Amount, (ii) the Revolving Facility Exposure of any Lender would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Revolving Facility Exposure plus the principal amount of Swing Loans outstanding would exceed the Total Revolving Commitment, or (iv) the Borrower would be required to prepay Loans or cash collateralize issue Letters of Credit pursuant having a term not exceeding 90 days beyond the Expiration Date provided that such Letters -------- ---- of Credit are collateralized by cash in an amount equal to Section 5.1(c) hereof110% of the face amount of such Letters of Credit as of the date of issuance. Subject Each payment by an Issuing Bank with respect to Section 3.4 below, each Letter drawings under Letters of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof, or (z) 30 Business Days prior to the Revolving Facility Termination Date. Notwithstanding the foregoing, in the event a Lender Default exists, no Letter of Credit Issuer shall be required to issue any Letter of Credit unless either (i) such Letter of Credit Issuer has entered into arrangements satisfactory to it and promptly reimbursed by the Borrower together with interest thereon at the rate applicable to eliminate Prime Rate Loans set forth in Article 8 hereof, and --------- if not so reimbursed each Lender shall, without regard to any other provision of this Credit Agreement, any defense that the Borrower may have to such Letter of Credit Issuer’s risk Borrower's obligation to reimburse such Issuing Bank in connection with respect to such drawing or any defense the Agent or any Lender may have in connection with any participation under Section 4.3(a) hereof in Letters of Credit of the Defaulting Lender or Lenders, including by cash collateralizing such Defaulting Lender’s or Lenders’ Revolving Facility Percentage of the Letter of Credit Outstandings; or (ii) the issuance of obligations in connection with any such Letter of Credit, taking into account the potential failure honor its Proportionate Share of the Defaulting Lender or Agent's and the Lenders' obligations to reimburse such Issuing Bank pursuant to this Section 4.1(a), together with -------------- interest thereon in accordance with the provisions of Article 8 hereof, and --------- any such payments so made by the Lenders shall be deemed to risk participate thereinbe Revolving Loans. For purposes of this Credit Agreement, will not cause the Letter those currently outstanding letters of credit described on Schedule B hereof shall be deemed to be Letters of Credit Issuer to incur aggregate credit exposure hereunder with respect to Loans and Letter of Credit Outstandings in excess of its Commitment, and requested by the Borrower has undertaken, for under the benefit of such Letter of Credit Issuer, pursuant to an instrument satisfactory in form and substance to such Letter of Credit Issuer, not to thereafter incur Loans or Letter of Credit Outstandings hereunder that would cause the Letter of Credit Issuer to incur aggregate credit exposure hereunder with respect to Loans and Letter of Credit Outstandings in excess of its Commitmentterms hereof.

Letter of Credit Issuances. On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder. During the Revolving Facility Availability Period, the Borrower may request a Letter of Credit Issuer at any time and from time to time to issue, for the account of the Borrower or any Subsidiary Guarantor, and subject (1) Subject to and upon the terms and conditions herein set forthof this Credit Agreement, each upon the delivery by the Borrower to the Agent of a Letter of Credit Issuer agrees Request at least four (4) Business Days prior to issue the date of the proposed issuance of any standby Letter of Credit and at least one (1) Business Day prior to the date of the proposed issuance of any commercial Letter of Credit (or, in each case, such shorter period of time to which the Agent and the Issuing Bank may agree or which may be required by an applicable Issuing Bank Agreement), the Agent will, from time to time on or after the Closing Date, cause an Issuing Bank to issue one or more Letters of Credit denominated and payable in Dollars and in an aggregate undrawn amount at such form as may be approved by such time outstanding not to exceed, together with the then aggregate unpaid principal amount of Revolving Loans, all then outstanding Letter of Credit Issuer Obligations and all then outstanding Acceptance Obligations, an amount equal to the Administrative Agent; provided, however, that notwithstanding the foregoing, no Letter lesser of Credit Issuance shall be made if, after giving effect thereto, (i) the Borrowing Base and (ii) the Total Commitments; provided, -------- however, in no event shall the Agent cause an Issuing Bank to issue a Letter of ------- Credit if the original undrawn amount thereof, together with all of the then outstanding Letter of Credit Outstandings would Obligations, plus the then outstanding Acceptance ---- Obligations, shall exceed the $25,000,000. Each Letter of Credit Commitment Amountshall (i) be in form, scope and substance satisfactory to the Agent and the applicable Issuing Bank, (ii) the Revolving Facility Exposure if a commercial letter of any Lender would exceed such Lender’s Revolving Commitmentcredit, (iii) the Aggregate Revolving Facility Exposure plus the principal amount of Swing Loans outstanding would exceed the Total Revolving Commitment, or (iv) the Borrower would be required to prepay Loans or cash collateralize Letters of Credit pursuant to Section 5.1(c) hereof. Subject to Section 3.4 below, each Letter of Credit shall have an expiry expiration date (including any renewal periods) occurring not later than the earlier of (x) one hundred eighty (180) days after its date of issuance (except to the extent the Agent, the Borrower and the Issuing Bank may otherwise agree) and (y) the 30/th/ day prior to the Expiration Date, (iii) if a standby letter of credit, have an expiration date not later than the earlier of (x) one year from the after its date of issuance thereof, or and (zy) 30 the 10/th/ Business Days Day prior to the Revolving Facility Termination Expiration Date, and if an Acceptance Letter of Credit, have an expiration date which, when taking into consideration the maturity of the Acceptance to be created thereunder, will not result in such maturity being later than the 30/th/ day prior to the Expiration Date; provided, however, that any Issuing Bank may, -------- ------- but shall not be obligated to, issue Letters of Credit having a term not exceeding 90 days beyond the Expiration Date provided that such Letters of Credit are collateralized by cash in an amount equal to 110% of the face amount of such Letters of Credit at least 30 days prior to the Expiration Date. Notwithstanding the foregoing, in the event a Lender Default exists, no Letter of Credit Issuer shall be required to issue any Letter of Credit unless either (i) such Letter of Credit Issuer has entered into arrangements satisfactory to it and the Borrower to eliminate such Letter of Credit Issuer’s risk Each payment by an Issuing Bank with respect to the participation in drawings under Letters of Credit shall be promptly reimbursed by the Borrower together with interest thereon at the rate applicable to Prime Rate Loans set forth in Article 8 hereof, and if not so reimbursed each Lender shall, without --------- regard to any other provision of this Credit Agreement, any defense that the Defaulting Borrower may have to such Borrower's obligation to reimburse such Issuing Bank in connection with such drawing or any defense the Agent or any Lender or Lenders, including by cash collateralizing may have in connection with any participation under Section 4.3(a) hereof in such Defaulting Lender’s or Lenders’ Revolving Facility Percentage of the Letter of Credit Outstandings; or (ii) the issuance of -------------- obligations in connection with any such Letter of Credit, taking into account the potential failure honor its Proportionate Share of the Defaulting Lender Agent's and the Lenders' obligations to reimburse such Issuing Bank pursuant to this Section 4.1(a), together with interest ------ thereon in accordance with the provisions of Article 8 hereof, and any such --------- payments so made by the Lenders shall be deemed to be Revolving Loans. In the event that any provision of any Issuing Bank Agreement shall be inconsistent with any provision of this Credit Agreement, this Credit Agreement shall control; provided however, that any Issuing Bank Agreement may impose -------- ------- requirements or Lenders restrictions in addition to, or more stringent than, those provided for in this Credit Agreement. For purposes of this Credit Agreement, those currently outstanding letters of credit described on Schedule B hereof shall be deemed to risk participate therein, will not cause the Letter be Letters ---------- of Credit Issuer to incur aggregate credit exposure hereunder with respect to Loans and Letter of Credit Outstandings in excess of its Commitment, and requested by the Borrower has undertaken, for under the benefit of such Letter of Credit Issuer, pursuant to an instrument satisfactory in form and substance to such Letter of Credit Issuer, not to thereafter incur Loans or Letter of Credit Outstandings hereunder that would cause the Letter of Credit Issuer to incur aggregate credit exposure hereunder with respect to Loans and Letter of Credit Outstandings in excess of its Commitmentterms hereof.

Letter of Credit Issuances. On Upon the Closing Dateeffectiveness of this Agreement, each Existing Letter of Credit shall constitute a “Letter of Credit” for all purposes of this Agreement, issued, for purposes of this Section 2.04(e), on the Restatement Effective Date (provided that any and all issuance fees accrued to, but not including, the Restatement Effective Date in respect thereof pursuant to the Original Loan Agreement shall have been paid in full on or before the Restatement Effective Date; provided further that fees may be due upon presentment of drafts); all of the risk participation exposures in respect of the Existing Letters of Credit shall be deemed to have been issued hereunderbe assumed by the Lenders ratably according to their respective Commitments; the Borrower, the Agent and the Letter of Credit Issuer hereby agree that, from and after such date, the terms of this Agreement shall apply to the Existing Letters of Credit, superseding any other agreement theretofore applicable to them to the extent inconsistent with the terms hereof. During the Revolving Facility Availability Period, the Borrower may request a Letter of Credit Issuer at any time and from time to time to issue, for the account of the Borrower or any Subsidiary GuarantorBorrower, and subject to and upon the terms and conditions herein set forth, standby letters of credit (each a “Letter of Credit” and shall include, without limitation, each of the Existing Letters of Credit) and each Letter of Credit Issuer agrees to issue from time to time time, Letters of Credit denominated and payable in Dollars and in each case in such form as may be approved by such Letter of Credit Issuer and the Administrative Agent; provided, however, that notwithstanding the foregoing, no Letter of Credit Issuance shall be made if, after giving effect thereto, (i) the Letter of Credit Outstandings would exceed the Letter of Credit Commitment Amount, (ii) the Revolving Facility Exposure of any Lender would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Revolving Facility Exposure plus the aggregate principal amount of Swing Loans all outstanding Credit Extensions would exceed the Total Revolving Commitment, Borrowing Base (after giving effect to the addition to and/or removal of the Aggregate Value of any Eligible Railcars to be added to or removed from the Portfolio on such Funding Date) or (iviii) the Borrower would be required to prepay Loans or cash collateralize Letters of Credit pursuant to Section 5.1(c) hereofLoans. Subject to Section 3.4 below, each No Letter of Credit shall have an expiry expiration date (including any renewal periods) occurring not later than after the earlier of (yi) one year from after the date of issuance thereof, or and (zii) 30 ten Business Days prior to the Revolving Facility Termination Date. Notwithstanding the foregoing, in the event a Lender Default exists, no Letter of Credit Issuer shall be required to issue any Letter of Credit unless either (i) such Letter of Credit Issuer has entered into arrangements satisfactory to it and the Borrower to eliminate such Letter of Credit Issuer’s risk with respect to the participation in Letters of Credit of the Defaulting Lender or Lenders, including by cash collateralizing such Defaulting Lender’s or Lenders’ Revolving Facility Percentage of the Letter of Credit Outstandings; or (ii) the issuance of such Letter of Credit, taking into account the potential failure of the Defaulting Lender or Lenders to risk participate therein, will not cause the Letter of Credit Issuer to incur aggregate credit exposure hereunder with respect to Loans and Letter of Credit Outstandings in excess of its Commitment, and the Borrower has undertaken, for the benefit of such Letter of Credit Issuer, pursuant to an instrument satisfactory in form and substance to such Letter of Credit Issuer, not to thereafter incur Loans or Letter of Credit Outstandings hereunder that would cause the Letter of Credit Issuer to incur aggregate credit exposure hereunder with respect to Loans and Letter of Credit Outstandings in excess of its Commitment.