Common use of Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions Clause in Contracts

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this Section), the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the recipient) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days (or such shorter period as such Issuing Bank may agree in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to the requested date of issuance, amendment, renewal or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such request. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the LC Exposure will not exceed $100,000,000, (ii) the Aggregate Revolving Credit Exposure will not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto.

Appears in 3 contracts

Samples: Credit Agreement (Broadcom LTD), Second Amendment (Broadcom Cayman L.P.), Credit Agreement (Avago Technologies LTD)

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Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the a Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the a Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the relevant Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,00015,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to exceed the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoForeign Currency Sublimit.

Appears in 3 contracts

Samples: Credit Agreement (Vonage Holdings Corp), Security Agreement (Vonage Holdings Corp), Credit Agreement (Vonage Holdings Corp)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,00050,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments Aggregate Commitment and (iii) no subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to exceed the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoForeign Currency Sublimit.

Appears in 3 contracts

Samples: Credit Agreement (Rogers Corp), Credit Agreement (TimkenSteel Corp), Credit Agreement (NetApp, Inc.)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientapplicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such the applicable Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,00015,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to exceed the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoForeign Currency Sublimit.

Appears in 3 contracts

Samples: Credit Agreement (PTC Inc.), Agreement (PTC Inc.), Credit Agreement (Parametric Technology Corp)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall either (i) provide telephonic notice promptly followed by written notice or (ii) hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientapplicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Agent (three Business Days (or such shorter period as such Issuing Bank may agree in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepareissue, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit; provided that to the extent such requeststandard form is inconsistent with the Loan Documents, the provisions of the Loan Documents shall control. Upon satisfaction or waiver (in accordance with Section 9.08) of the conditions set forth in Section 4.01 (and in the case of any Letters of Credit to be issued on the Closing Date, Section 4.02), the Issuing Bank shall issue or extend the requested Letter of Credit in accordance with the Issuing Lender’s standard operating procedures. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit Credit, the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) the LC Revolving L/C Exposure will shall not exceed $100,000,000, 15.0 million and (ii) the Aggregate Revolving Facility Credit Exposure will shall not exceed the aggregate total Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoFacility Commitments.

Appears in 2 contracts

Samples: Credit Agreement (Generac Holdings Inc.), Credit Agreement (Generac Holdings Inc.)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,000, the LC Sublimit and (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Aggregate Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto.

Appears in 2 contracts

Samples: Credit Agreement (Amtrust Financial Services, Inc.), Credit Agreement (Amtrust Financial Services, Inc.)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the name and address of the beneficiary thereof thereof, and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) the LC Exposure will shall not exceed $100,000,0007,000,000, (ii) the Standby LC Exposure shall not exceed $3,000,000 and (iii) the Aggregate Revolving Credit Exposure will shall not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoCommitments.

Appears in 2 contracts

Samples: Credit Agreement (Aceto Corp), Credit Agreement (Aceto Corp)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable an Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the Borrower also shall submit a letter of credit application on such the relevant Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,00030,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments Aggregate Commitment and (iii) no subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to exceed the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoForeign Currency Sublimit.

Appears in 2 contracts

Samples: Credit Agreement (Tredegar Corp), Morgan     Credit Agreement (Tredegar Corp)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the issuance Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit or Application, appropriately completed and signed by a Responsible Officer of the amendment, renewal or extension of an outstanding Borrower. Such Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this Section)Application may be sent by facsimile, the Borrower shall hand deliver or fax (or transmit by United States mail, by overnight courier, by electronic communication, if arrangements for doing so have been approved transmission using the system provided by the recipient) applicable L/C Issuer, by personal delivery or by any other means acceptable to such L/C Issuer. Such Letter of Credit Application must be received by the applicable Issuing Bank L/C Issuer and the Administrative Agent, no Agent not later than five 11:00 a.m. at least two Business Days (or such shorter period later date and time as such Issuing Bank the Administrative Agent and the applicable L/C Issuer may agree in its a particular instance in their sole discretion with respect to any issuance, amendment, renewal or extensiondiscretion) prior to the requested proposed issuance date or date of issuance, amendment, renewal or extension, as the case may be. In the case of a notice requesting the request for an initial issuance of a Letter of Credit, or identifying the such Letter of Credit Application shall specify in form and detail satisfactory to be amended, renewed or extended, and specifying the applicable L/C Issuer the following: (A) the proposed issuance date of the requested date Letter of issuance, amendment, renewal or extension Credit (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, ; (B) the amount and currency thereof; (C) the expiry date on which such Letter of Credit is to expire thereof; (which shall comply with paragraph (cD) of this Section), the face amount of such Letter of Credit, the name and address of the beneficiary thereof thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and such other information as shall be reasonably necessary to enable nature of the applicable Issuing Bank to prepare, amend, renew or extend such requested Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (iiH) no Trade Letter such other matters as such L/C Issuer may require. In the case of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such request. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension request for an amendment of any Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the LC Exposure will not exceed $100,000,000, (ii) the Aggregate Revolving Credit Exposure will not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is Application shall specify in an initial stated amount less than $10,000; (iv) such Letter of Credit is form and detail satisfactory to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including L/C Issuer the delivery of cash collateral following: (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretionA) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or amended; (B) the beneficiary proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit does not accept issuance or amendment, including any Issuer Documents, as such L/C Issuer or the proposed amendment theretoAdministrative Agent may require.

Appears in 2 contracts

Samples: Guaranty Agreement (Teradata Corp /De/), Revolving Credit Agreement (Teradata Corp /De/)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable an Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto (in the case of a Company Letter of Credit), the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such the relevant Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Company Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Company Letter of Credit the Borrower Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,00050,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and Credit Availability at such time, (iii) no Revolving Lender’s subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Company Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Exposures shall not permit any exceed the Company Revolving Credit Availability at such time and (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Company Revolving Loans and Company LC Exposure, in each case denominated in Foreign Currencies, shall not exceed the Company Foreign Currency Sublimit. A Canadian Borrower Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of a each Canadian Borrower Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank Watsco Canada shall be under any obligation deemed to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date represent and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)warrant that), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(ivsuch issuance, amendment, renewal or extension (i) subject to Sections 2.04 and 2.11(b)) with respect to , the Defaulting Lender arising from either Dollar Amount of the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as shall not exceed $50,000,000 and (ii) subject to which such Issuing Bank has actual or potential Fronting ExposureSections 2.04 and 2.11(b), as it may elect in its sole discretion. No Issuing Bank the sum of the Dollar Amount of the total Canadian Revolving Credit Exposures shall be under any obligation to amend or extend any Letter of not exceed the Canadian Revolving Credit if (A) such Issuing Bank would have no obligation Availability at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretotime.

Appears in 2 contracts

Samples: Credit Agreement (Watsco Inc), Credit Agreement (Watsco Inc)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionSection 2.05), the applicable Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the recipient) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the face amount (which, except in the case of the Existing Letters of Credit, shall be no less than (w) in the case of a Letter of Credit denominated in U.S. Dollars, US$5,000, (x) in the case of a Letter of Credit denominated in Sterling, £5,000, (y) in the case of a Letter of Credit denominated in Euros, €5,000 and (z) in the case of a Letter of Credit denominated in any Designated Committed Alternative Currency, the smallest amount of such currency that is an integral multiple of 5,000 units of such currency and that has a U.S. Dollar Equivalent in excess of US$5,000) and currency of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such request. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the U.S. Dollar Equivalent of the LC Exposure will not exceed $100,000,000, 40,000,000 and (ii) the Aggregate Revolving Credit Exposure will not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Aggregate Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this SectionSection 2.05. Upon On the request of any Issuing BankClosing Date, the Administrative Agent shall inform such Issuing Bank Existing Letters of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter deemed Letters of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated issued hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto.

Appears in 2 contracts

Samples: Credit Agreement (Minerals Technologies Inc), Credit Agreement (Minerals Technologies Inc)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the a Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative AgentAgent (reasonably in advance of, no later but not less than five (5) Business Days (or such shorter period as such Issuing Bank may agree in its sole discretion with respect to any issuanceprior to, amendment, renewal or extension) prior to the requested date of issuance, amendment, renewal or extension, ) a notice in the form of Exhibit C requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.06), the face amount of such Letter of Credit, the Agreed Currency applicable thereto (subject to compliance with the limitation set forth in Section 2.01(c)(v)), whether such Letter of Credit is a Multicurrency Tranche Letter of Credit or a Dollar Tranche Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the A Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form and related documents in connection with any such requestrequest for a Letter of Credit and in connection with any request for a Letter of Credit to be amended, renewed, modified or extended. A Letter of Credit shall be issued, amended, renewed or extended only (A) if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the each Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,00050,000,000 (as such amount may be increased from time to time, but not above $75,000,000, with the consent of the Administrative Agent (such consent not to be unreasonably withheld) and each Issuing Bank (other than an Issuing Bank solely with respect to Existing Letters of Credit)), (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures shall not exceed the aggregate Multicurrency Tranche Commitments, (iii) the sum of the Dollar Tranche Revolving Credit Exposure will shall not exceed the aggregate Dollar Tranche Commitments and (iv) the sum of the total Revolving Credit Exposures shall not exceed the aggregate Revolving Commitments and (iiiB) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) accordance with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising usual and customary practices from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretotime.

Appears in 2 contracts

Samples: Credit Agreement (Endo International PLC), Credit Agreement (Endo International PLC)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,000, 35,000,000 and (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Aggregate Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto.

Appears in 2 contracts

Samples: Credit Agreement (Lam Research Corp), Amendment and Restatement Agreement (Lam Research Corp)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientapplicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Agent (at least 3 Business Days (or such shorter period as such Issuing Bank may agree in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency thereof, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) the LC Exposure will shall not exceed U.S. $100,000,000, 100,000,000 and (ii) the Aggregate aggregate of the Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving CommitmentCommitments. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency Foreign Currency (other than dollars; (v) such Letter Letters of Credit contains any provisions for automatic reinstatement denominated in Canadian Dollars) shall have an undrawn face amount of at least the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery U.S. Dollar Amount of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto$500,000.

Appears in 2 contracts

Samples: Credit Agreement (Quad/Graphics, Inc.), Credit Agreement (Quad/Graphics, Inc.)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a an Additional Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Lender) to the applicable Issuing Bank Lender and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a an Additional Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested account party, the date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (cd) of this Section), the face amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date, as applicable. If requested by the applicable Issuing BankLender, the Borrower also shall submit a letter of credit application on such the Issuing BankLender’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) the LC Exposure will shall not exceed $100,000,00050,000,000, (ii) the Aggregate Revolving total Credit Exposure will Exposures shall not exceed the aggregate Revolving total Commitments and (iii) no Revolving Lender’s Revolving the total Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Exposures shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to exceed the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure Borrowing Base then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoeffect.

Appears in 2 contracts

Samples: Credit Agreement (Kindred Healthcare Inc), Credit Agreement (Kindred Healthcare, Inc)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11.2, the Dollar Amount of the LC Exposure will shall not exceed $100,000,00035,000,000, (ii) subject to Sections 2.04 and 2.11.2, the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments Aggregate Commitment and (iii) no Revolving Lender’s subject to Sections 2.04 and 2.11.2, the Dollar Amount of the total Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Exposures denominated in Foreign Currencies shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to exceed the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoForeign Currency Sublimit.

Appears in 2 contracts

Samples: Credit Agreement (Lexmark International Inc /Ky/), Credit Agreement (Lexmark International Inc /Ky/)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrecipient Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,00010,000,000, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures shall not exceed the Aggregate Revolving Credit Exposure will Commitment, (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not exceed the aggregate Revolving Commitments Foreign Currency Sublimit and (iiiiv) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit with respect to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either exceed the Letter of Credit then proposed to be issued or that Letter Sublimit of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoBank.

Appears in 2 contracts

Samples: Credit Agreement (Advisory Board Co), Credit Agreement (Advisory Board Co)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientapplicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and Aggregate Commitment, (iii) no subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Lender’s Revolving Credit Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not exceed the Foreign Currency Sublimit and (iv) subject to Sections 2.04 and 2.11(b), the Dollar amount of the LC Exposure will exceed Revolving Lender’s Revolving Commitment. Each of any individual Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit exceed $50,000,000 (unless otherwise agreed to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any by such Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(iBorrower)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto.

Appears in 2 contracts

Samples: Credit Agreement (Trinity Industries Inc), Credit Agreement (Arcosa, Inc.)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate Dollar Amount of the Total Revolving Credit Exposure will shall not exceed the aggregate Revolving Commitments Aggregate Commitment and (iii) no subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not permit exceed the Foreign Currency Sublimit. The Borrower may, at any issuancetime and from time to time, amendment, renewal or extension of a reduce the Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request commitment of any Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit commitment of any Issuing Bank if, after giving effect of such reduction, the Administrative Agent conditions set forth in clauses (i) through (iii) above shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstandingnot be satisfied. No An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except generally and in effect as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoEffective Date.

Appears in 1 contract

Samples: Credit Agreement (Electronic Arts Inc.)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower Company shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade . In addition, as a condition to any such Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bankissuance, the Borrower also Company shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on such application, in each case, as required by the Issuing Bank and using the Issuing Bank’s standard form in connection with any such request(each, a “Letter of Credit Agreement”). A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,00025,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments Aggregate Commitment and (iii) no Revolving subject to Sections 2.04 and 2.11(b), the Dollar Amount of each Lender’s Revolving Credit Exposure will shall not exceed Revolving such Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto.

Appears in 1 contract

Samples: Credit Agreement (Akamai Technologies Inc)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the a Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the a Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the relevant Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.11(c) and 2.21, the Dollar Amount of the LC Exposure will shall not exceed $100,000,000, 50,000,000 and (ii) subject to Sections 2.11(c) and 2.21, the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretototal Commitments.

Appears in 1 contract

Samples: Credit Agreement (Hubbell Inc)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit by any Issuing Bank (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower Company shall hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientsuch Issuing Bank) to the applicable such Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower Company, Canam or MOCL, as applicable, also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) the LC Exposure will shall not exceed $100,000,000500,000,000, (ii) the Aggregate Revolving total Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments total Commitments, and (iii) no Revolving Lender’s Revolving Credit the LC Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by not exceed its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoIssuance Limit.

Appears in 1 contract

Samples: Credit Agreement (Murphy Oil Corp /De)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount Dollar Amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such the Issuing Bank’s 's standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) the Dollar Amount of the sum of the LC Exposure will shall not exceed $100,000,000, 15,000,000 and (ii) the Aggregate total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretototal Commitments.

Appears in 1 contract

Samples: Credit Agreement (Heidrick & Struggles International Inc)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount Dollar Amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) the Dollar Amount of the sum of the LC Exposure will shall not exceed $100,000,000, 20,000,000 and (ii) the Aggregate total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Aggregate Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto.

Appears in 1 contract

Samples: Credit Agreement (Heidrick & Struggles International Inc)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable an Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and Aggregate Commitment, (iii) no subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to exceed the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding Foreign Currency Sublimit and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter following the effectiveness of any Maturity Date Extension Request, the LC Exposure in respect of all Letters of Credit is having an expiration date after the second Business Day prior to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement the Existing Maturity Date shall not exceed the total Commitments of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect Consenting lenders extended pursuant to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto2.23.

Appears in 1 contract

Samples: Credit Agreement (Intuit Inc)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will solely in respect of Standby Letters of Credit shall not exceed $100,000,000125,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no Revolving subject to Sections 2.04 and 2.11(b), the Dollar Amount of each Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform exceed such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstandingXxxxxx’s Commitment. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such the Letter of Credit, or any Requirement of Law law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, prohibit or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; or (ii) the issuance of such the Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; generally or (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary issuance of such Letter of Credit does not accept would cause the proposed amendment theretoaggregate Dollar Amount of all Letters of Credit issued by it to exceed such Issuing Bank’s Letter of Credit Sublimit.

Appears in 1 contract

Samples: Credit Agreement (Tapestry, Inc.)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower Representative shall hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientapplicable Issuing Bank) to the applicable Issuing Bank and the Administrative AgentAgent (prior to 10:00 am, no later than five Chicago time, at least three Business Days (or such shorter period as such Issuing Bank may agree in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to the requested date of issuance, amendment, renewal or extension, it being agreed and understood that the form of any requested European Letter of Credit must be in agreed form as of 11:00 a.m., London time, at least three (3) Business Days prior to the issuance thereof) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, specifying whether such Letter of Credit is a Domestic Letter of Credit, a Canadian Letter of Credit, a European Letter of Credit and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount (in Dollars, Canadian Dollars, Sterling, Euro or another currency approved by the Administrative Agent and the applicable Issuing Bank as set forth below, as applicable) of such Letter of Credit, the name and address of the beneficiary thereof, the applicable Borrower in respect thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) neither the Aggregate LC Exposure will nor the Domestic LC Exposure shall exceed the Dollar Equivalent of $40,000,000, consisting of not exceed more than the Dollar Equivalent of $100,000,00038,000,000 of LC Exposure relating to standby Letters of Credit and not more than the Dollar Equivalent of $2,000,000 of LC Exposure relating to commercial Letters of Credit, (ii) the Aggregate Revolving Credit Canadian LC Exposure will shall not exceed the aggregate Revolving Commitments and Dollar Equivalent of $1,000,000, (iii) no Revolving Lender’s Revolving Credit the European LC Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuanceexceed the Dollar Equivalent of $10,000,000, amendment(iv) there is positive Domestic Availability, renewal or extension of a Letter Canadian Availability, European Availability, as applicable and (v) there is positive Aggregate Availability. All Domestic Letters of Credit shall be issued in Dollars, provided, that up to occur unless it shall have given the Dollar Equivalent of $5,000,000 of Domestic Letters of Credit may be issued in other currencies that are acceptable to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including Bank. Canadian Letters of Credit shall be issued in Canadian Dollars or Dollars at the delivery election of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter Representative. European Letters of Credit then proposed to shall be issued in Sterling, Euro or that Letter Dollars at the election of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoBorrower Representative.

Appears in 1 contract

Samples: Credit Agreement (Park Ohio Holdings Corp)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,00020,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate Revolving Credit Exposure will not exceed sum of (x) the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving undrawn amount of all outstanding Letters of Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each issued by any Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension at such time plus (y) the aggregate amount of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform all LC Disbursement made by such Issuing Bank that have not yet been reimbursed by or on behalf of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank Borrower at such time shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate exceed such Issuing Bank’s actual or potential Fronting Exposure Letter of Credit Commitment, (after giving effect iii) subject to Section 2.22(a)(iv2.04 and 2.11(b), the Dollar Amount of the total Revolving Credit Exposures shall not exceed the Aggregate Revolving Commitment and (iv) with respect subject to Sections 2.04 and 2.11(b), the Defaulting Lender arising Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not exceed the Foreign Currency Sublimit. The Borrower may, at any time and from either time to time, reduce the Letter of Credit then proposed to be issued or that Letter Commitment of Credit and all other LC Exposure as to which any Issuing Bank with the consent of such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank Bank; provided that the Borrower shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue not reduce the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary Commitment of any Issuing Bank if, after giving effect of such Letter of Credit does reduction, the conditions set forth in the immediately preceding clauses (i) through (iv) shall not accept the proposed amendment theretobe satisfied.

Appears in 1 contract

Samples: Credit Agreement (Medivation, Inc.)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the name and address of the beneficiary thereof thereof, and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) the LC Exposure will shall not exceed $100,000,00015,000,000, (ii) the Standby LC Exposure shall not exceed $5,000,000 and (iii) the Aggregate Revolving Credit Exposure will shall not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoCommitments.

Appears in 1 contract

Samples: Credit Agreement (Aceto Corp)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower Company shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency or Additional Letter of Credit Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the Borrower Company also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,000198,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not permit any issuanceexceed the Foreign Currency Sublimit. Notwithstanding anything herein to the contrary, amendment, renewal or extension the Dollar Amount of a Letter the aggregate face amount of Letters of Credit issued by (x) JPMorgan Chase Bank, N.A. shall not exceed $66,000,000 at any time, (y) Bank of America, N.A. shall not exceed $66,000,000 at any time and (z) Citizens Bank, N.A. shall not exceed $66,000,000 at any time (in each case, as such amount may be increased from time to occur unless it shall have given time in the sole discretion of the applicable Issuing Bank, so long as such amount does not exceed the limit set forth in clause (i) and notice of such increase is provided to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(iAgent)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto.

Appears in 1 contract

Samples: Credit Agreement (KAMAN Corp)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will solely in respect of Standby Letters of Credit shall not exceed $100,000,000, 50,000,000 and (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoCommitments.

Appears in 1 contract

Samples: Credit Agreement (Under Armour, Inc.)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the relevant Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable an Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the relevant Borrower also shall submit a letter of credit application on such the relevant Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the relevant Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,00040,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments Aggregate Commitment and (iii) no subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to exceed the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoForeign Currency Sublimit.

Appears in 1 contract

Samples: Credit Agreement (Esco Technologies Inc)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,0005,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments Aggregate Commitment and (iii) no subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to exceed the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoForeign Currency Sublimit.

Appears in 1 contract

Samples: Credit Agreement (Measurement Specialties Inc)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice in the form of Exhibit D-2 attached hereto, or such other form approved by the Administrative Agent, and signed by the Borrower requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Creditextension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such the Issuing Bank’s 's standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) the LC Exposure will shall not exceed $100,000,000, an amount equal to 10% of the Maximum Availability and (ii) the Aggregate sum of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoMaximum Availability.

Appears in 1 contract

Samples: Credit Agreement (Home Properties of New York Inc)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To In order to request the issuance of a Letter of Credit (or the amendmentto amend, renewal renew or extension of extend an outstanding existing Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the recipient) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Creditextension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Sectionbelow), the face amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend prepare such Letter of Credit; provided that . The Issuing Bank shall promptly (i) notify the Administrative Agent in writing of the amount and expiry date of each Trade Letter of Credit shall be payable at sight issued by it and (ii) no Trade provide a copy of each such Letter of Credit may be issued after the date that is 30 days prior (and any amendments, renewals or extensions thereof) to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestAdministrative Agent. A Letter of Credit shall be issued, amended, renewed or extended only if (if, and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) the LC L/C Exposure will shall not exceed $100,000,000, 15,000,000 and (ii) the Aggregate Revolving Credit Exposure will shall not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Total Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank The Borrower shall be under any obligation deemed to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) have complied with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to notification and other information delivery requirements set forth in this Section 2.22(a)(iv)2.23(b) with in respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended the form under the terms hereof or (B) the beneficiary of such attached hereto as Schedule 2.23(b), which Letter of Credit does not accept shall be issued on the proposed amendment theretoClosing Date.

Appears in 1 contract

Samples: Credit Agreement (Marathon Power Technologies Co)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments Aggregate Commitment and (iii) no subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to exceed the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoForeign Currency Sublimit.

Appears in 1 contract

Samples: Credit Agreement (Electronic Arts Inc.)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 1.05 and 2.10(b) and (c), the Dollar Equivalent of the LC Exposure will shall not exceed $100,000,000300,000,000, (ii) subject to Sections 1.05 and 2.10(b) and (c), the Aggregate sum of the Dollar Equivalent of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving total Facility Commitments and (iii) no subject to Sections 1.05 and 2.10(b) and (c), the Dollar Equivalent of the total outstanding Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Loans and LC Exposure, in each case denominated in Eligible Currencies, shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to exceed the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoEligible Currency Sublimit.

Appears in 1 contract

Samples: Credit Agreement (Moodys Corp /De/)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower Company shall hand deliver or fax deliver, facsimile (or transmit by other electronic communicationcommunication (e.g. “pdf” or “tif”), if arrangements for doing so have been approved by the recipientIssuing Banks) to the applicable Issuing Bank and the Administrative Agent, Agent (no later than five 11:00 a.m. at least two Business Days prior to the proposed issuance date (or such shorter period later date and time as such the Administrative Agent and the applicable Issuing Bank may agree in its a particular instance in their sole discretion with respect to any issuance, amendment, renewal or extensiondiscretion)) prior to the requested date of issuance, amendment, renewal or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and (A) specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, (B) the amount and currency thereof; (C) the expiry date on which such Letter of Credit is to expire thereof (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, ; (D) the name and address of the beneficiary thereof thereof, (E) the documents to be presented by such beneficiary in case of any drawing thereunder, (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, (G) the purpose and nature of the requested Letter of Credit, and (H) such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower Company also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Equivalent of the LC Exposure will shall not exceed $100,000,00070,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Equivalent of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and Aggregate Commitment, (iii) no subject to Sections 2.04 and 2.11(b), the Dollar Equivalent of the sum of the total outstanding Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to exceed the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding Foreign Currency Sublimit and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter subject to Sections 2.04 and 2.11(b), following the effectiveness of any Maturity Date Extension Request, the Dollar Equivalent of the LC Exposure in respect of all Letters of Credit is having an expiration date after the second Business Day prior to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement the Existing Maturity Date shall not exceed the Aggregate Commitment of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect Consenting Lenders extended pursuant to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto2.25.

Appears in 1 contract

Samples: Credit Agreement (Priceline Group Inc.)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate Dollar Amount of the Total Revolving Credit Exposure will shall not exceed the aggregate Revolving Commitments Aggregate Commitment and (iii) no subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to exceed the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoForeign Currency Sublimit.

Appears in 1 contract

Samples: Credit Agreement (Electronic Arts Inc.)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Parent Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Parent Borrower also shall submit a letter of credit application on such the Issuing Bank’s 's standard form in connection with any request for a Letter of Credit. Subject to the requirements of the next sentence, upon such request, the Administrative Agent shall cause the Issuing Bank to issue the Letter of Credit, which Letter of Credit, if the Issuing Bank thereof is not a Lender, shall be guaranteed by the Administrative Agent. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Parent Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) the LC Exposure will shall not exceed $100,000,000, 25,000,000 and (ii) the Aggregate total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension lesser of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter total amount of Credit in its amended form under the terms hereof or Commitments and (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoBorrowing Base then in effect.

Appears in 1 contract

Samples: Pliant Corp

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Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter . The Administrative Agent shall remit a copy of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior such request to the Revolving Maturity DateLenders. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such the Issuing Bank’s 's standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) the LC Exposure will shall not exceed $100,000,00010,000,000, (ii) the Aggregate total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments total Maximum Loan Available Amount, and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension the face amount of a the subject Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto100,000.

Appears in 1 contract

Samples: Credit Agreement (Education Realty Trust, Inc.)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Agent (one (1) Business Days (or such shorter period as such Issuing Bank may agree Day in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) the Dollar Amount of the LC Exposure will shall not exceed $100,000,000the LC Sublimit, (ii) subject to Section 2.04, the Aggregate Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving total Commitments and (iii) no subject to Section 2.04, the Dollar Amount of the sum of the total outstanding Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to exceed the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoForeign Currency Sublimit.

Appears in 1 contract

Samples: Credit Agreement (Cytyc Corp)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower Company shall hand deliver or fax telecopy (or transmit by electronic communication, “pdf” or similar attachment, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower Company also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,000, 50,000,000 and (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Aggregate Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto.

Appears in 1 contract

Samples: Credit Agreement (Forest Laboratories Inc)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable an Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,00050,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to exceed the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoForeign Currency Sublimit.

Appears in 1 contract

Samples: Credit Agreement (Hill-Rom Holdings, Inc.)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientapplicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such the applicable Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,00015,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments Aggregate Commitment and (iii) no subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to exceed the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoForeign Currency Sublimit.

Appears in 1 contract

Samples: Credit Agreement (Parametric Technology Corp)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount Dollar Amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) the Dollar Amount of the sum of the LC Exposure will shall not exceed $100,000,000, 25,000,000 and (ii) the Aggregate total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Aggregate Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto.

Appears in 1 contract

Samples: Credit Agreement (Heidrick & Struggles International Inc)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower Representative shall deliver by hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative AgentAgent (prior to 9:00 am, no later than five Chicago time, at least three Business Days (or such shorter period as such Issuing Bank may agree in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) the LC Exposure will shall not exceed $110,000,000, (ii) the Standby LC Exposure shall not exceed $10,000,000, (iii) the Commercial LC Exposure shall not exceed $100,000,000, and (iiiv) the Aggregate Revolving Credit Exposure will Exposures shall not exceed the aggregate lesser of (A) the Aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary sum of such Letter of Credit does not accept (x) the proposed amendment theretoBorrowing Base and (y) the Seasonal Supplemental Amount.

Appears in 1 contract

Samples: Credit Agreement (G Iii Apparel Group LTD /De/)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will solely in respect of Standby Letters of Credit shall not exceed $100,000,000, 125,000,000 and (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoCommitments.

Appears in 1 contract

Samples: Credit Agreement (Coach Inc)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Section 2.04, the Dollar Amount of the LC Exposure will shall not exceed $100,000,00075,000,000, (ii) the Aggregate Revolving Credit Exposure will not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuancesubject to Section 2.04, amendment, renewal or extension of a Letter of Credit with respect to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform aggregate undrawn Dollar Amount of all outstanding Letters of Credit issued by such Issuing Bank of at such time plus the aggregate Dollar Amount of all LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall Disbursements made by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, that have not yet been reimbursed by or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement behalf of the stated amount after any drawing thereunder or (vi) any Lender is Borrowers at that such time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate shall not exceed such Issuing Bank’s actual or potential Fronting Exposure Letter of Credit Commitment and (after giving effect iii) subject to Section 2.22(a)(iv)) with respect 2.04, the sum of the Dollar Amount of the total Revolving Credit Exposures shall not exceed the Aggregate Commitment. The Company may, at any time and from time to the Defaulting Lender arising from either time, reduce or increase the Letter of Credit then proposed to be issued or that Commitment of any Issuing Bank as set forth in the definition of Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank Commitment; provided that the Company shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue not reduce the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary Commitment of any Issuing Bank if, after giving effect of such Letter of Credit does reduction, the conditions set forth in clauses (i) through (iii) above shall not accept the proposed amendment theretobe satisfied.

Appears in 1 contract

Samples: Credit Agreement (Michael Kors Holdings LTD)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will solely in respect of Standby Letters of Credit shall not exceed $100,000,000125,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no Revolving subject to Sections 2.04 and 2.11(b), the Dollar Amount of each Lender’s Revolving Credit Exposure will shall not exceed Revolving such Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such the Letter of Credit, or any Requirement of Law law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, prohibit or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; or (ii) the issuance of such the Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; generally or (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary issuance of such Letter of Credit does not accept would cause the proposed amendment theretoaggregate Dollar Amount of all Letters of Credit issued by it to exceed such Issuing Bank’s Letter of Credit Sublimit.

Appears in 1 contract

Samples: Credit Agreement (Tapestry, Inc.)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the a Borrower shall hand deliver or fax facsimile transmission (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) the LC Exposure will sum of the Dollar Equivalent of the total Revolving Credit Exposures shall not exceed $100,000,000, the total Commitments and (ii) the Aggregate Revolving Dollar Equivalent of the face amount of all Letters of Credit Exposure will issued and then outstanding by any Issuing Bank shall not exceed the aggregate Revolving Commitments and (iii) no Revolving Lendersuch Issuing Bank’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving CommitmentApplicable LC Sublimit. Each The Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to advise the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue issuance, amendment or expiration of any Letter of Credit if: (i) any order, judgment or decree and of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except payment thereunder as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery end of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoeach calendar month.

Appears in 1 contract

Samples: Credit Agreement (Crane Co /De/)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will solely in respect of Standby Letters of Credit shall not exceed $100,000,000, 125,000,000 and (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Aggregate Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto.

Appears in 1 contract

Samples: Credit Agreement (Coach Inc)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic renewal in accordance with paragraph (a) of this Section) or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower Applicant Party shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five (two (2) Business Days (or such shorter period as such Issuing Bank may agree in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (ca) of this Section), the face amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepareissue, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower Applicant Party also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the LC Exposure will not exceed $100,000,000, (ii) the Aggregate Revolving Credit Exposure will not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, issuance amendment, renewal or extension and the payment of a all L/C Obligations then due and payable, the L/C Deposit Amount shall not be less than 105% of the L/C Exposure; provided that, (A) no Letter of Credit to occur unless it shall be issued if the Issuing Bank shall have given to received notice from the Administrative Agent written notice thereof required under paragraph that the conditions to such issuance have not been met and (lB) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall not be under any obligation required to issue issue, amend or renew any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain fromafter giving effect thereto, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank L/C Exposure with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter all Letters of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by exceed the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoL/C Cap.

Appears in 1 contract

Samples: Term Loan Credit Agreement

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,00015,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and Commitments, (iii) no subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not permit any issuance, amendment, renewal or extension of a Letter of Credit exceed the Foreign Currency Sublimit and (iv) subject to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing BankSections 2.04 and 2.11(b), the Administrative Agent shall inform such Issuing Bank Dollar Amount of the aggregate LC Exposure face amount of all Letters of Credit issued and then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No by any Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate exceed such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Applicable LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoSublimit.

Appears in 1 contract

Samples: Credit Agreement (Rogers Corp)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower Company shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable an Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the Borrower Company also shall submit a letter of credit application on such the relevant Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,00075,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate Revolving sum of (x) the aggregate undrawn amount of all outstanding Letters of Credit Exposure will issued by any Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the relevant Borrower at such time (such sum for any Issuing Bank at any time of determination, its “Outstanding LC Amount”) shall not exceed such Issuing Bank’s Applicable LC Sublimit (provided that, notwithstanding this clause (ii) but at all times subject to the aggregate Revolving Commitments immediately preceding clause (i) and the immediately succeeding clauses (iii), (iv), (v) and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each vi), an Issuing Bank agrees that it shall not permit any may, in its sole discretion, agree to issue, amend, renew or extend a Letter of Credit if such issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate cause such Issuing Bank’s actual or potential Fronting Outstanding LC Amount to exceed its Applicable LC Sublimit), (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the Total Revolving Credit Exposures shall not exceed the Aggregate Commitment, (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of each Lender’s Revolving Credit Exposure shall not exceed such Lender’s Commitment, (after giving effect v) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not exceed the Foreign Currency Sublimit and (vi) subject to Section 2.22(a)(iv)) with respect to 2.04, the Defaulting Lender arising from either Dollar Amount of the Letter aggregate face amount of all Letters of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No by any Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) not exceed such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoBank’s Applicable LC Sublimit.

Appears in 1 contract

Samples: Credit Agreement (Newmarket Corp)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 1.05 and 2.10(b) and (c), the Dollar Equivalent of the LC Exposure will shall not exceed $100,000,00050,000,000, (ii) subject to Sections 1.05 and 2.10(b) and (c), the Aggregate sum of the Dollar Equivalent of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and total Facility Commitments, (iii) no subject to Sections 1.05 and 2.10(b) and (c), the Dollar Equivalent of the total outstanding Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Loans and LC Exposure, in each case denominated in Eligible Currencies, shall not permit any issuance, amendment, renewal or extension of a Letter of Credit exceed the Eligible Currency Sublimit and (iv) subject to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph Sections 1.05 and 2.10(b) and (l) of this Section. Upon the request of any Issuing Bankc), the Administrative Agent shall inform such Issuing Bank Dollar Equivalent of the aggregate LC Exposure face amount of all Letters of Credit issued and then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No by any Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate exceed such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Applicable LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoSublimit.

Appears in 1 contract

Samples: Credit Agreement (Moodys Corp /De/)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will solely in respect of Standby Letters of Credit shall not exceed $100,000,000, 125,000,000 and (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstandingCommitments. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such the Letter of Credit, or any Requirement of Law law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, prohibit or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Closing Date and which such Issuing Bank in good xxxxx xxxxx material to it; or (ii) the issuance of such the Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; generally or (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary issuance of such Letter of Credit does not accept would cause the proposed amendment theretoaggregate Dollar Amount of all Letters of Credit issued by it to exceed such Issuing Bank’s Letter of Credit Sublimit.

Appears in 1 contract

Samples: Credit Agreement (Coach Inc)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments Aggregate Commitment and (iii) no Revolving Lender’s subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Exposure, in each case denominated in Foreign Currencies, shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to exceed the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoForeign Currency Sublimit.

Appears in 1 contract

Samples: Credit Agreement (Michael Kors Holdings LTD)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will solely in respect of Standby Letters of Credit shall not exceed $100,000,000125,000,000, (ii) subject to Sections 2.04 #92412282v18 and 2.11(b), the Aggregate Revolving sum of the Dollar Amount of the total Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and (iii) no Revolving subject to Sections 2.04 and 2.11(b), the Dollar Amount of each Lender’s Revolving Credit Exposure will shall not exceed Revolving such Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such the Letter of Credit, or any Requirement of Law law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, prohibit or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; or (ii) the issuance of such the Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; generally or (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary issuance of such Letter of Credit does not accept would cause the proposed amendment theretoaggregate Dollar Amount of all Letters of Credit issued by it to exceed such Issuing Bank’s Letter of Credit Sublimit.

Appears in 1 contract

Samples: Credit Agreement (Tapestry, Inc.)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientapplicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,000600,000,000, (ii) subject to Sections 2.04 and 2.11(b), the Aggregate sum of the Dollar Amount of the total Revolving Credit Exposure will Exposures shall not exceed the aggregate Revolving Commitments and Aggregate Commitment, (iii) no subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not permit any issuanceexceed the Foreign Currency Sublimit and (iv) subject to Sections 2.04 and 2.11(b), amendment, renewal or extension the Dollar amount of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request LC Exposure of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No individual Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than exceed $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto300,000,000.

Appears in 1 contract

Samples: Credit Agreement (Trinity Industries Inc)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientapplicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade . In addition, as a condition to any such Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bankissuance, the Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on such application, in each case, as required by the Issuing Bank and using the Issuing Bank’s standard form in connection with any such request(each, a “Letter of Credit Agreement”). A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,000, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures shall not exceed the Aggregate Revolving Credit Exposure will Commitment, (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not exceed the aggregate Revolving Commitments Foreign Currency Sublimit and (iiiiv) no Revolving Lender’s Revolving Credit subject to Sections 2.04 and 2.11(b), the Dollar amount of the LC Exposure will exceed Revolving Lender’s Revolving Commitment. Each of any individual Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit exceed $50,000,000 (unless otherwise agreed to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any by such Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstandingBorrower). No The Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto.:

Appears in 1 contract

Samples: Amended and Restatedcredit Agreement (Arcosa, Inc.)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit (other than an any automatic renewal permitted pursuant to paragraph (c) of this Section), the Co-Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientAdministrative Agent) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face currency and amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be reasonably requested by the applicable Issuing Bank as necessary to enable the applicable such Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade . Upon receipt of such notice, the Administrative Agent shall promptly deliver such notice to one or more Issuing Banks, along with the amount of such requested Letter of Credit to be made available by each such Issuing Bank, which amount shall be payable at sight and (ii) no Trade Letter determined by the Administrative Agent in its reasonable discretion to ensure an equitable distribution of Credit may be issued after such exposure among the date that is 30 days prior to Issuing Banks during the Revolving Maturity Dateterm of this Agreement. If requested by the applicable Issuing Bank, the Co-Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any Letter of Credit the Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) (A) the sum of the Dollar LC Exposure will and the Multi-Currency LC Exposure shall not exceed $100,000,000100,000,000 and (B) the sum of the Dollar LC Exposure and the Multi-Currency LC Exposure for each individual Issuing Bank shall not exceed (x) in the case of JPMCB, $35,000,000 and (y) in the case of any other Issuing Bank, $25,000,000, (ii) in respect of a Dollar Letter of Credit, the Aggregate Dollar Revolving Exposure shall not exceed the Aggregate Dollar Revolving Commitment, (iii) in respect of a Multi-Currency Letter of Credit, the Aggregate Multi-Currency Revolving Exposure shall not exceed the Aggregate Multi-Currency Revolving Commitment and (iv) following the effectiveness of any Maturity Date Extension Request with respect to the Revolving Commitments of any Class, the LC Exposure in respect of all Letters of Credit Exposure will of such Class having an expiration date after the second Business Day prior to the applicable Existing Maturity Date shall not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitmentof such Class of the Consenting Lenders extended pursuant to Section 2.22. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof as required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No The applicable Issuing Bank shall not be under any obligation to issue or amend any Letter of Credit if: if (i) the issuance or amendment of such Letter of Credit would violate any limitations on the amount of Letters of Credit such Issuing Bank may issue hereunder as separately agreed between the Issuing Bank and the borrower or (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the applicable Issuing Bank from issuing or amending such Letter of Credit, or any Requirement of Law law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoparticular.

Appears in 1 contract

Samples: Second Amendment and Restatement Agreement (Allegion PLC)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed LC Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Sections 1.06 and 2.12(b), the Dollar Amount of the LC Exposure will shall not exceed $100,000,00015,000,000, (ii) the Aggregate Borrower is in compliance with the Revolving Credit Exposure will not exceed the aggregate Revolving Commitments Limitations and (iii) no Revolving Lender’s Revolving Credit the Foreign Currency LC Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to exceed the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate Foreign Currency LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretoSublimit.

Appears in 1 contract

Samples: Joinder Agreement (TimkenSteel Corp)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientrelevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable an Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) subject to Section 2.04, the Dollar Amount of the LC Exposure will shall not exceed $100,000,00075,000,000, (ii) the Aggregate Revolving Credit Exposure will not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuancesubject to Section 2.04, amendment, renewal or extension of a Letter of Credit with respect to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform aggregate undrawn Dollar Amount of all outstanding Letters of Credit issued by such Issuing Bank of at such time plus the aggregate Dollar Amount of all LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall Disbursements made by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, that have not yet been reimbursed by or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement behalf of the stated amount after any drawing thereunder or (vi) any Lender is Borrowers at that such time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate shall not exceed such Issuing Bank’s actual or potential Fronting Exposure Letter of Credit Commitment (after giving effect unless otherwise agreed by such Issuing Bank) and (iii) subject to Section 2.22(a)(iv)) with respect 2.04, the sum of the Dollar Amount of the total Revolving Credit Exposures shall not exceed the Aggregate Revolving Commitment. The Company may, at any time and from time to the Defaulting Lender arising from either time, reduce or increase the Letter of Credit then proposed to be issued or that Commitment of any Issuing Bank as set forth in the definition of Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank Commitment; provided that the Company shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue not reduce the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary Commitment of any Issuing Bank if, after giving effect of such Letter of Credit does reduction, the conditions set forth in clauses (i) through (iii) above shall not accept the proposed amendment theretobe satisfied.

Appears in 1 contract

Samples: Credit Agreement (Michael Kors Holdings LTD)

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this SectionCredit), the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the recipientIssuing Bank) to the applicable Issuing Bank and the Administrative Agent, no later than five Business Days Agent (or such shorter period as such Issuing Bank may agree reasonably in its sole discretion with respect to any issuance, amendment, renewal or extension) prior to advance of the requested date of issuance, amendment, renewal or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), whether such Letter of Credit is a Standby Letter of Credit or a Trade Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the face amount of such Letter of Credit, the name and address of the beneficiary thereof (which shall not be an Unrestricted Subsidiary) and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit; provided that (i) each Trade Letter of Credit shall be payable at sight and (ii) no Trade Letter of Credit may be issued after the date that is 30 days prior to the Revolving Maturity Date. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any such requestrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, extension (i) the LC Exposure will shall not exceed $100,000,000, 200,000,000 and (ii) after giving effect to the Aggregate Revolving Credit Exposure will not exceed the aggregate Revolving Commitments and (iii) no Revolving Lender’s Revolving Credit Exposure will exceed Revolving Lender’s Revolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. Upon the request of any Issuing Bank, the Administrative Agent shall inform such Issuing Bank of the aggregate LC Exposure then outstanding and the Aggregate Revolving Credit Exposure then outstanding. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or Availability shall not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount be less than $10,000; (iv) such Letter of Credit is to be denominated in a currency other than dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of cash collateral (consistent with Section 2.05(i)), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment theretozero.

Appears in 1 contract

Samples: Credit Agreement (Cubic Corp /De/)

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