Common use of Commitment to Issue Letters of Credit Clause in Contracts

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and in reliance upon the agreement of the Banks set forth in 5.1.4 and upon the representations and warranties of the Company contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company and agreed to by the Agent; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the Utilization shall not exceed the Total Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company demonstrates to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Company or such Subsidiary.

Appears in 1 contract

Samples: Revolving Credit Agreement (Hasbro Inc)

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Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and in reliance upon the agreement of the Banks set forth in 5.1.4 and upon the representations and warranties of the Company contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company and agreed to by the Agent; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the Utilization shall not exceed the lesser of the (i) the Total CommitmentCommitment and (ii) an amount equal to (A) the Maximum Availability minus (B) the Utilization under and as defined in the Credit Line Agreement at such time. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company demonstrates to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Company or such Subsidiary.

Appears in 1 contract

Samples: Revolving Credit Agreement (Hasbro Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrower of a letter of credit application on the Agent's Bank’s customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and Bank in reliance upon the agreement of the Banks set forth in 5.1.4 and upon the representations and warranties of the Company Borrower contained herein, agrees, in its individual capacitysole and absolute discretion, to issue, extend and renew for the account of the Company Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrower and agreed to by the AgentBank; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 500,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the Utilization sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Loans outstanding shall not exceed the Total Commitment. Commitment Notwithstanding the foregoing, the Agent Bank shall have no obligation to not issue any Letter of Credit to support or secure any Indebtedness of the Company Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company Borrower demonstrates to the reasonable satisfaction of the Agent Bank that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Company Borrower or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower or such Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Griffin Land & Nurseries Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and in reliance upon the agreement of the Banks set forth in section 5.1.4 and upon the representations and warranties of the Company contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company one or more standby or documentary letters of credit (individually, a "Letter of Credit"), denominated in Dollars or an Optional Currency in such form as may be requested from time to time by the Company and agreed to by the Agent; provided, however, that, after giving effect to such request, (a) the sum of the Dollar Equivalent of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the Utilization shall not exceed the Total Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company demonstrates to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Company or such Subsidiary.

Appears in 1 contract

Samples: Revolving Credit Agreement (Hasbro Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrower of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and in reliance upon the agreement of the Banks set forth in 5.1.4 ss.4.1.4 and upon the representations and warranties of the Company Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrower and agreed to by the Agent; provided, however, that, after giving effect to such request, the sum of (a) the sum of the aggregate Maximum Drawing Amount and on all Letters of Credit, (b) all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) Obligations, and (bc) the Utilization Dollar Equivalent of the amount of all Revolving Credit Loans outstanding shall not exceed the Total Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company Borrower demonstrates to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Company Borrower or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower or such Subsidiary.

Appears in 1 contract

Samples: Revolving Credit Agreement (Digitas Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrower of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and Banks, in reliance upon the agreement of the Banks set forth in 5.1.4 hereof and upon the representations and warranties of the Company Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrower and agreed to by the Agent; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 1,000,000 at any one time (or such other amount as may be agreed from for standby Letters of Credit and $500,000 at any one time to time by the Company and the Agent and notified to the Banks) for documentary Letters of Credit and (b) the Utilization sum of (i) the Maximum Drawing Amount, (ii) the Acceptance Face Amount, (iii) all Unpaid Reimbursement Obligations and (iv) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Commitmentlesser of (A) the sum of the Banks' Commitments to make Revolving Credit Loans and (B) the Borrowing Base. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company or any of its Subsidiaries Borrower to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company Borrower demonstrates to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company or such Subsidiary Borrower to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Company or Borrower and the reimbursement obligation with respect to such Subsidiaryletter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower.

Appears in 1 contract

Samples: Loan Agreement (Arrow Automotive Industries Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrower of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and in reliance upon the agreement of the Banks set forth in 5.1.4 Section 4.1.4 and upon the representations and warranties of the Company Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrower one or more standby or documentary letters of credit denominated in Dollars (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrower and agreed to by the Agent; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the Utilization sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the Dollar Equivalent of the amount of all Revolving Credit Loans outstanding shall not exceed the Total Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company Borrower demonstrates to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Company Borrower or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower or such Subsidiary. The Agent shall notify the Banks of the issuance of a Letter of Credit promptly after issuance thereof.

Appears in 1 contract

Samples: Revolving Credit Agreement (Anacomp Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrowers of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks that have a Revolving Credit Commitment and in reliance upon the agreement of the Banks set forth in Section 5.1.4 and upon the representations and warranties of the Company Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrowers one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrowers and agreed to by the Agent; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 1,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the Utilization sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the Outstanding amount of the Revolving Credit Loans shall not not, at any time, exceed the Total Revolving Credit Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company or any of its the Borrowers or their Subsidiaries described in clauses (i) or (ix) of the definition of "Indebtedness" hereunder to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company demonstrates Borrowers demonstrate to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Borrowers or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of such Borrower or such Subsidiary and the Company reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by such Borrower or such Subsidiary.

Appears in 1 contract

Samples: Credit and Term Loan Agreement (Dave & Busters Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrower of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and Banks, in reliance upon the agreement of the Banks set forth in 5.1.4 and upon the representations and warranties of the Company Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrower and agreed to by the Agent; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 1,000,000 at any one time (or such other amount as may be agreed from for standby Letters of Credit and $500,000 at any one time to time by the Company and the Agent and notified to the Banks) for documentary Letters of Credit and (b) the Utilization sum of (i) the Maximum Drawing Amount on all Letters of Credit, and (ii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Commitmentlesser of (A) the sum of the Banks' Commitments to make Revolving Credit Loans and (B) the Borrowing Base. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company or any of its Subsidiaries Borrower to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company Borrower demonstrates to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company or such Subsidiary Borrower to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Company or Borrower and the reimbursement obligation with respect to such Subsidiaryletter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Arrow Automotive Industries Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrower of a letter of credit application on the AgentIssuing Lender's customary form (a "Letter of Credit Application"), the Agent Issuing Lender on behalf of the Banks Lenders and in reliance upon the agreement of the Banks Lenders set forth in 5.1.4 Section 4.1.4 and upon the representations and warranties of the Company Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrower and agreed to by the AgentIssuing Lender; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 25,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the Utilization sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Tranche A Loans and Swing Line Loans outstanding shall not exceed the Total CommitmentTranche A Commitment at such time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company demonstrates other than to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter replace existing letters of credit issued for the account of the Company Borrower or such Subsidiaryany of its Subsidiaries or to secure the reimbursement obligations of the Borrower or any of its Subsidiaries with respect to existing letters of credit.

Appears in 1 contract

Samples: Revolving Credit Agreement (Yankee Candle Co Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrowers of a letter of credit application on the Administrative Agent's ’s customary form (a "Letter of Credit Application"), the Administrative Agent on behalf of the Banks Revolving Credit Lenders and in reliance upon the agreement of the Banks Revolving Credit Lenders set forth in 5.1.4 §5.4 and upon the representations and warranties of the Company Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrowers one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrowers and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) time, and (b) the Utilization sum of (i) all L/C Obligations, and (ii) the amount of all Revolving Credit Loans and Swingline Loans outstanding shall not exceed the Total CommitmentRevolving Credit Commitment at any time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company Borrowers or any of its their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company demonstrates Borrowers demonstrate to the reasonable satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Borrowers or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Company Borrowers or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrowers or such Subsidiary. Each Existing Letter of Credit shall, from and after the Restatement Date, be deemed to be a Letter of Credit issued under this Credit Agreement and shall be subject to and governed by the terms and conditions of this Credit Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Life Storage Lp)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrower of a letter of credit application on the AgentLender's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and Lender, in reliance upon the agreement of the Banks set forth in 5.1.4 and upon the representations and warranties of the Company Borrower contained herein, agrees, in its individual capacity, agrees to issue, extend and renew for the account of the Company Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrower and agreed to by the AgentLender; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 2,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the Utilization sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Commitmentlesser of (A) the Commitment at such time and (B) the Availability at such time. Notwithstanding the foregoing, the Agent Lender shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness indebtedness of the Company Borrower or any of its Subsidiaries to the extent that such Indebtedness indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company Borrower demonstrates to the reasonable satisfaction of the Agent Lender that (x) such prior incurred Indebtedness was indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was indebtedness were then secured or supported by a letter of credit issued for the account of the Company Borrower or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower or such Subsidiary.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (DSL Net Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrower of a letter of credit application on the Agent's ’s customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and in reliance upon the agreement of the Banks set forth in 5.1.4 §4.1.4 and upon the representations and warranties of the Company Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrower and agreed to by the Agent; provided, however, that, after giving effect to such request, (a) the sum of (A) all Drawing Amounts on all Letters of Credit plus and Unpaid Reimbursement Amounts shall not exceed the aggregate Maximum Drawing Amount Amount, and (B) (i) all Drawing Amounts on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) Obligations, and (biii) the Utilization amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company Borrower demonstrates to the reasonable satisfaction of the Agent that (xA) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (yB) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Company Borrower or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower or such Subsidiary.

Appears in 1 contract

Samples: Revolving Credit (Weider Nutrition International Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrower of a letter of credit application on the Agent's Issuing Lender’s customary form (a "Letter of Credit Application"), the Agent Issuing Lender on behalf of the Banks Lenders and in reliance upon the agreement of the Banks Lenders set forth in 5.1.4 §4.1.4 and upon the representations and warranties of the Company Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrower and agreed to by the AgentIssuing Lender; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 0 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the Utilization sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Tranche A Loans and Swing Line Loans outstanding shall not exceed the Total CommitmentTranche A Commitment at such time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company demonstrates other than to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter replace existing letters of credit issued for the account of the Company Borrower or such Subsidiaryany of its Subsidiaries or to secure the reimbursement obligations of the Borrower or any of its Subsidiaries with respect to existing letters of credit.

Appears in 1 contract

Samples: Revolving Credit Agreement (Yankee Candle Co Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrower of a letter of credit application on the Agent's respective Issuing Bank’s customary form (a "Letter of Credit Application"), the Agent each Issuing Bank, on behalf of the Banks Lenders and in reliance upon the agreement of the Banks Lenders set forth in 5.1.4 §4.1.4 and upon the representations and warranties of the Company Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrower and agreed to by the Agentrespective Issuing Bank; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 10,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the Utilization sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Revolving Credit Loans outstanding shall not exceed the lesser of (A) the Total CommitmentCommitment at such time and (B) the Borrowing Base at such time. Notwithstanding the foregoing, the Agent no Issuing Bank shall have no any obligation to issue any Letter of Credit (1) to remedy the failure of a Lender to advance its pro rata share of any Revolving Credit Loan, or (2) to support or secure any Indebtedness of the Company Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company Borrower demonstrates to the reasonable satisfaction of the Agent respective Issuing Bank that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Company Borrower or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower or such Subsidiary.

Appears in 1 contract

Samples: Revolving Credit Agreement (Seacastle Inc.)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company applicable Revolver Borrower of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and in reliance upon the agreement of the Banks set forth in 5.1.4 ss.5.1.4 and upon the representations and warranties of the Company Revolver Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company such Revolver Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit")) denominated in Dollars, in such form as may be requested from time to time by the Company such Revolver Borrower and agreed to by the Agent; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the Utilization sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, (iii) the Dollar Equivalent of the amount of all Revolving Credit Loans outstanding, and the Total Overdraft Usage shall not exceed the lesser of (A) the Total CommitmentCommitment and (B) the Borrowing Base. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company any Revolver Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company such Revolver Borrower demonstrates to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company such Revolver Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of such Revolver Borrower or such Subsidiary and the Company reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by such Revolver Borrower or such Subsidiary.

Appears in 1 contract

Samples: Security Agreement (Genrad Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrowers of a letter of credit application on the Administrative Agent's customary form (a "Letter of Credit Application"), the Administrative Agent on behalf of the Banks Revolving Credit Lenders and in reliance upon the agreement of the Banks Revolving Credit Lenders set forth in 5.1.4 §5.1(d) and upon the representations and warranties of the Company Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrowers one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrowers and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) time, and (b) the Utilization sum of (i) all L/C Obligations, and (ii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total CommitmentRevolving Credit Commitment at any time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company Borrowers or any of its their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company demonstrates Borrowers demonstrate to the reasonable satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Borrowers or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Company Borrowers or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrowers or such Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Sovran Self Storage Inc)

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Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrower of a letter of credit application on the Dollar Agent's customary form (a "Letter of Credit Application"), the Dollar Agent on behalf of the Dollar Banks and in reliance upon the agreement of the Dollar Banks set forth in 5.1.4 Section 4.1.4 and upon the representations and warranties of the Company Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrower and agreed to by the Dollar Agent; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 5,000,000.00 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the Utilization sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolver Commitment. Notwithstanding the foregoing, the Dollar Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company Borrower demonstrates to the reasonable satisfaction of the Dollar Agent that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Company Borrower or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower or such Subsidiary.

Appears in 1 contract

Samples: Consignment Agreement (Marks Bros Jewelers Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrowers of a letter of credit application on the Administrative Agent's ’s customary form (a "Letter of Credit Application"), the Administrative Agent on behalf of the Banks Revolving Credit Lenders and in reliance upon the agreement of the Banks Revolving Credit Lenders set forth in 5.1.4 §5.1(d) and upon the representations and warranties of the Company Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrowers one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrowers and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) time, and (b) the Utilization sum of (i) all L/C Obligations, and (ii) the amount of all Revolving Credit Loans and Swingline Loans outstanding shall not exceed the Total CommitmentRevolving Credit Commitment at any time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company Borrowers or any of its their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company demonstrates Borrowers demonstrate to the reasonable satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Borrowers or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Company Borrowers or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrowers or such Subsidiary. Each Existing Letter of Credit shall, from and after the Restatement Date, be deemed to be a Letter of Credit issued under this Credit Agreement and shall be subject to and governed by the terms and conditions of this Credit Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Sovran Self Storage Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrower of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and in reliance upon the agreement of the Banks set Set forth in §5.1.4 and upon the representations and warranties of the Company Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrower and agreed to by the Agent; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 2,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the Utilization sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company Borrower demonstrates to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Company Borrower or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower or such Subsidiary.

Appears in 1 contract

Samples: Credit and Term Loan Agreement (Fargo Electronics Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrower of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and in reliance upon the agreement of the Banks set forth in 5.1.4 ss.4.1.4 and upon the representations and warranties of the Company Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrower and agreed to by the Agent; provided, however, that, after giving effect to such request, the sum of (a) the sum of the aggregate Maximum Drawing Amount and on all Letters of Credit, (b) all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) Obligations, and (bc) the Utilization amount of all Revolving Credit Loans outstanding shall not exceed the Total Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company Borrower demonstrates to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Company Borrower or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower or such Subsidiary.

Appears in 1 contract

Samples: Revolving Credit Agreement (Ionics Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Domestic Borrowers of a letter of credit application on the Agent's ’s customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks Domestic Lenders that have a Domestic Revolving Credit Commitment and in reliance upon the agreement of the Banks Domestic Lenders set forth in 5.1.4 §5.1.5 and upon the representations and warranties of the Company Domestic Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Domestic Borrowers one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Domestic Borrowers and agreed to by the Agent; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount of all Letters of Credit and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the Utilization sum of the aggregate Maximum Drawing Amount of all Letters of Credit and all Unpaid Reimbursement Obligations plus the Outstanding amount of the Domestic Revolving Credit Loans shall not not, at any time, exceed the Total Domestic Revolving Credit Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company or any of its the Domestic Borrowers or their Subsidiaries described in clauses (i) or (ix) of the definition of “Indebtedness” hereunder to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company demonstrates Domestic Borrowers demonstrate to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Domestic Borrowers or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of such Domestic Borrower or such Subsidiary and the Company reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by such Domestic Borrower or such Subsidiary.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Dave & Busters Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrower of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and in reliance upon the agreement of the Banks set forth in 5.1.4 ss.4.1.4 and upon the representations and warranties of the Company Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrower and agreed to by the Agent; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 500,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the Utilization sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Revolving Credit Loans outstanding shall not exceed either the Total CommitmentCommitment or the Guaranteed Credit Agreement Outstandings. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company Borrower demonstrates to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Company Borrower or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower or such Subsidiary.

Appears in 1 contract

Samples: Revolving Credit Agreement (Appnet Systems Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrowers of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and in reliance upon the agreement of the Banks set forth in 5.1.4 Section 2B.1.4 and upon the representations and warranties of the Company Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrowers one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrowers and agreed to by the Agent; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 7,500,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the Utilization sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Loans outstanding shall not exceed the Total Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company demonstrates Borrowers demonstrate to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Borrowers or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Company Borrowers or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrowers or such Subsidiary.

Appears in 1 contract

Samples: Multicurrency Revolving Credit and Term Loan Agreement (Dynatech Corp)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrower of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and in reliance upon the agreement of the Banks set forth in 5.1.4 ss.5.1.4 and upon the representations and warranties of the Company Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), denominated in Dollars or any Optional Currency in such form as may be requested from time to time by the Company Borrower and agreed to by the Agent; provided, however, that, after giving effect to such request, (a) the sum of the Dollar Equivalent of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 100,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the Utilization sum of the Dollar Equivalent (i) of the Maximum Drawing Amount on all Letters of Credit, (ii) of all Unpaid Reimbursement Obligations, and (iii) of the amount of all Revolving Credit Loans outstanding shall not exceed the lesser of (A) the Total CommitmentCommitment and (B) the Borrowing Base. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company Borrower demonstrates to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Company Borrower or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower or such Subsidiary.

Appears in 1 contract

Samples: Credit and Term Loan Agreement (Western Digital Corp)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrower of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and in reliance upon the agreement of the Banks set forth in 5.1.4 ss.4.1.4 and upon the representations and warranties of the Company Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrower and agreed to by the Agent; providedPROVIDED, howeverHOWEVER, that, that after giving effect to such request, the sum of (a) the sum of the aggregate Maximum Drawing Amount and on all Letters of Credit, (b) all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) Obligations, and (bc) the Utilization amount of all Revolving Credit Loans outstanding shall not exceed the lesser of (i) the Total CommitmentCommitment and (ii) the Borrowing Base. Notwithstanding the foregoing, except in connection with Letters of Credit issued to support Indebtedness assumed or incurred in any connection with any Permitted Acquisition, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company Borrower demonstrates to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Company Borrower or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower or such Subsidiary.

Appears in 1 contract

Samples: Revolving Credit Agreement (Brooks Automation Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrower of a letter of credit application on the Dollar Agent's customary form (a "Letter of Credit Application"), the Dollar Agent on behalf of the Dollar Banks and in reliance upon the agreement of the Dollar Banks set forth in 5.1.4 ss.4.1.4 and upon the representations and warranties of the Company Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrower and agreed to by the Dollar Agent; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 5,000,000.00 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the Utilization sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolver Commitment. Notwithstanding the foregoing, the Dollar Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company Borrower demonstrates to the reasonable satisfaction of the Dollar Agent that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Company Borrower or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower or such Subsidiary.

Appears in 1 contract

Samples: Loan and Gold Consignment Agreement (Commemorative Brands Inc)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Company Borrower of a letter of credit application on the AgentL/C Issuer's customary form (a "Letter of Credit Application"), the Agent L/C Issuer on behalf of the Banks Lenders and in reliance upon the agreement of the Banks Lenders set forth in 5.1.4 4.1.4 and upon the representations and warranties of the Company Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Company Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Company Borrower and agreed to by the AgentL/C Issuer; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 25,000,000 at any one time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the Utilization sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Revolving Credit Loans outstanding shall not exceed the lesser of (A) the Total CommitmentCommitment and (B) the Borrowing Base. Each of the "Letters of Credit" as defined in the Prior Credit Agreement shall automatically be deemed to be a Letter of Credit issued under this Credit Agreement for the account of the Borrower on the Closing Date. Notwithstanding the foregoing, the Agent L/C Issuer shall have no obligation to issue any Letter more than $5,000,000 in aggregate face amount outstanding of Letters of Credit to support or secure any Indebtedness of the Company Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred more than ten Business Days prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company Borrower demonstrates to the reasonable satisfaction of the Agent L/C Issuer that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Company Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Company Borrower or such SubsidiarySubsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower or such Subsidiary or (z) the original agreement under which such Indebtedness was incurred required the delivery of such letter of credit and such requirement was not conditioned on a change in the Borrower's financial condition after the date of the original agreement. 4.1.2.

Appears in 1 contract

Samples: Revolving Credit Agreement (Filenes Basement Corp)

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