Agreement to Issue Letters of Credit. From time to time during the period from the Closing Date to the thirtieth (30th) day preceding the Expiry Date, subject to the further terms and conditions hereof, including those required in connection with the making of Revolving Credit Loans, the Issuing Bank shall issue standby letters of credit or trade letters of credit (collectively with the Existing Letters of Credit, the “Letters of Credit”) for the account of the Borrowers in an amount not to exceed Twenty Million and 00/100 Dollars ($20,000,000.00) in the aggregate as a subfacility of the Revolving Credit Facility Commitment; provided, however, that on any date on which the Borrowers request a Letter of Credit, and after giving effect to the Letter of Credit Face Amount of such Letter of Credit, the sum of all Revolving Credit Loans outstanding, the sum of all Swing Line Loans outstanding and the Letter of Credit Undrawn Availability shall not exceed the Revolving Credit Facility Commitment. All such Letters of Credit shall be issued by the Issuing Bank in accordance with its then current practice relating to the issuance of letters of credit including, but not limited to, the execution and delivery to the Issuing Bank of applications and agreements required by the Issuing Bank and the payment by the Borrowers of all applicable fees with respect thereto. As of the date hereof, those letters of credit set forth on Schedule 2.05 hereof (collectively, the “Existing Letters of Credit”), which were previously issued by the Issuing Bank for the account of the Borrowers, or any of them, and which are outstanding on the date hereof, will be deemed to be Letters of Credit issued and outstanding hereunder. Each request for a Letter of Credit shall be delivered to the Issuing Bank no later than 10:00 a.m. (Pittsburgh, Pennsylvania time) on the second (2nd) Business Day, or such shorter period as may be agreed to by the Issuing Bank, prior to the proposed date of issuance. Each such request shall be in a form acceptable to the Issuing Bank and specify the Letter of Credit Face Amount thereof, the account party, the beneficiary, the intended date of issuance, the expiry date thereof, and the nature of the transaction to be supported thereby. All such Letters of Credit shall be issued by the Issuing Bank in accordance with its then current practice relating to the issuance of Letters of Credit including, but not limited to, the execution and delivery to the Issuing Bank of applications and agreements required by the Issuing Bank and the payment by the Borrowers of all applicable fees required by Section 2.06 hereof. Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Bank’s Pro Rata Share of the Letter of Credit Face Amount of such Letter of Credit; provided, that the Issuing Bank believed in good faith that all conditions under Article IV to the issuing of such Letter of Credit were satisfied at the time such Letter of Credit was issued or the satisfaction of any such condition not satisfied had been waived in writing by the Banks prior to or at the time such Letter of Credit was issued. The Issuing Bank shall promptly, but in any event not later than the next Business Day, provide to each Bank notice of each such request for a Letter of Credit by the Borrowers.
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Agreement to Issue Letters of Credit. From time to time during the period from the Closing Date to the thirtieth (30th) day preceding the Expiry Date, subject to the further terms and conditions hereof, including those required in connection with the making of Revolving Credit Loans, the Issuing Bank Agent shall issue standby letters of credit or trade letters of credit (collectively with the Existing Letters of Credit, the “"Letters of Credit”") for the account of the Borrowers in an amount not to exceed Twenty Ten Million and 00/100 Dollars ($20,000,000.0010,000,000.00) in the aggregate as a subfacility of the Revolving Credit Facility Commitment; provided, however, that on any date on which the Borrowers request a Letter of Credit, and after giving effect to the Letter of Credit Face Amount of such Letter of Credit, the sum of all Revolving Credit Loans outstanding, the sum of all Swing Line Loans outstanding and the Letter of Credit Undrawn Availability shall not exceed the Revolving Credit Facility Commitment. All such Letters of Credit shall be issued by the Issuing Bank Agent in accordance with its then current practice relating to the issuance of letters of credit including, but not limited to, the execution and delivery to the Issuing Bank Agent of applications and agreements required by the Issuing Bank Agent and the payment by the Borrowers of all applicable fees with respect thereto. As of the date hereof, those letters of credit set forth on Schedule 2.05 hereof (collectively, the “"Existing Letters of Credit”"), which were previously issued by under the Issuing Bank for the account of the Borrowers, or any of them, Prior Loan Agreement and which are outstanding on the date hereof, will be deemed to be Letters of Credit issued and outstanding hereunder. Each request for a Letter of Credit shall be delivered to the Issuing Bank Agent no later than 10:00 a.m. (Pittsburgh, Pennsylvania time) on the second (2nd) Business Day, or such shorter period as may be agreed to by the Issuing BankAgent, prior to the proposed date of issuance. Each such request shall be in a form acceptable to the Issuing Bank Agent and specify the Letter of Credit Face Amount thereof, the account party, the beneficiary, the intended date of issuance, the expiry date thereof, and the nature of the transaction to be supported thereby. All such Letters of Credit shall be issued by the Issuing Bank Agent in accordance with its then current practice relating to the issuance of Letters of Credit including, but not limited to, the execution and delivery to the Issuing Bank Agent of applications and agreements required by the Issuing Bank Agent and the payment by the Borrowers of all applicable fees required by Section 2.06 hereof. Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank Agent a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Bank’s 's Pro Rata Share of the Letter of Credit Face Amount of such Letter of Credit; provided, that the Issuing Bank believed in good faith that all conditions under Article IV to the issuing of such Letter of Credit were satisfied at the time such Letter of Credit was issued or the satisfaction of any such condition not satisfied had been waived in writing by the Banks prior to or at the time such Letter of Credit was issued. The Issuing Bank Agent shall promptly, but in any event not later than the next Business Day, provide to each Bank notice of each such request for a Letter of Credit by the Borrowers.
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Samples: Loan Agreement (Baker Michael Corp)
Agreement to Issue Letters of Credit. From time to time during the period from the Third Amendment Closing Date to the thirtieth fifteenth (30th15th) day preceding the Expiry Date, subject to the further terms and conditions hereof, including those required in connection with the making of Revolving Credit Loans, the applicable Issuing Bank Bank(s) shall issue standby letters Standby Letters of credit Credit or trade letters Commercial Letters of credit Credit (collectively with the Existing "Letters of Credit, the “Letters of Credit”") for the account of the Borrowers Borrower in an a Dollar Equivalent amount not to exceed Twenty Fifty-Five Million and 00/100 Dollars ($20,000,000.0055,000,000.00) in the aggregate as a subfacility of the Revolving Credit Facility Commitment; provided, however, that the outstanding amount of Letters of Credit of any Issuing Bank shall not exceed its Specified L/C Sublimit; provided further, however, that on any date on which the Borrowers request Borrower requests a Letter of Credit, and after giving effect to the Letter of Credit Face Amount of such Letter of Credit, the sum of (i) the Dollar Equivalent amount of all Revolving Credit Loans outstanding, the sum of plus (ii) all Swing Line Loans outstanding and outstanding, plus (iii) the Letter Dollar Equivalent amount of all Letters of Credit Undrawn Availability Outstanding shall not exceed the Revolving Credit Facility Commitment. All such Letters of Credit shall be issued by the Issuing Bank in accordance with its then current practice relating to the issuance of letters of credit including, but not limited to, the execution and delivery to the Issuing Bank of applications and agreements required by the Issuing Bank and the payment by the Borrowers of all applicable fees with respect thereto. As of the date hereof, those letters Letters of credit Credit set forth on Schedule 2.05 2.06 hereof (collectively, the “"Existing Letters of Credit”"), which were previously issued by under the Issuing Bank for the account of the Borrowers, or any of them, Existing Loan Agreement and which are outstanding on the date hereof, will be deemed to be Letters of Credit issued and outstanding hereunder. Each request for a Letter of Credit shall be delivered to the applicable Issuing Bank (with a copy to the Agent) no later than 10:00 a.m. (Pittsburgh, Pennsylvania time) on the second (2nd) Business Day, or such shorter period as may be agreed to by the such Issuing Bank, prior to the proposed date of issuance. Each such request shall be in a form acceptable to the applicable Issuing Bank and specify the Letter of Credit Face Amount thereof, the applicable currency, the account party, the beneficiary, the intended date of issuance, the expiry date thereofthereof (which shall not be later than the Letter of Credit Expiration Date), and the nature of the transaction to be supported thereby. Promptly after receipt of any request for a Letter of Credit, the Issuing Bank shall confirm with the Agent (by telephone or in writing) that the Agent has received a copy of such request for a Letter of Credit and if not, such Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice from any Bank, the Agent or any Loan Party, at least one (1) day prior to the requested date of issuance of the applicable Letter of Credit, that one or more applicable conditions in Section 4.01 is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Banks set forth in this Section 2.06, the Issuing Bank or any of the Issuing Bank's Affiliates will issue a Letter of Credit. All such Letters of Credit shall be issued by the applicable Issuing Bank in accordance with its then current practice relating to the issuance of Letters of Credit including, but not limited to, the execution and delivery to the such Issuing Bank of applications and agreements required by the such Issuing Bank and the payment by the Borrowers Borrower of all applicable fees required by Section 2.06 hereof2.07 hereof or otherwise payable in connection therewith. Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Bank’s 's Pro Rata Share of the Letter of Credit Face Amount of such Letter of Credit; provided, that the Issuing Bank believed in good faith that all conditions under Article IV to the issuing of such Letter of Credit were satisfied at the time such Letter of Credit was issued or the satisfaction of any such condition not satisfied had been waived in writing by the Banks prior to or at the time such Letter of Credit was issued. The applicable Issuing Bank shall promptly, but in any event not later than the next Business Day, provide to each Bank notice of each such request for a Letter of Credit by the Borrowers.Borrower. 270034751
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Agreement to Issue Letters of Credit. From (i) Subject to the terms and conditions set forth herein: (A) each Letter of Credit Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.4, (1) from time to time on any Business Day during the period from the Closing Agreement Date to until the thirtieth (30th) day preceding the Expiry Letter of Credit Expiration Date, subject to the further terms and conditions hereof, including those required in connection with the making of Revolving Credit Loans, the Issuing Bank shall issue standby letters of credit or trade letters of credit (collectively with the Existing Letters of Credit, the “Letters of Credit”Credit (denominated in Dollars) for the account of Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts under the Borrowers in an amount not to exceed Twenty Million and 00/100 Dollars ($20,000,000.00) in the aggregate as a subfacility of the Revolving Credit Facility Commitment; provided, however, that on any date on which the Borrowers request a Letter Letters of Credit, ; and after giving effect (B) Lenders severally agree to participate in Letters of Credit issued for the account of Borrower; provided that no Letter of Credit Face Amount Issuer shall be obligated to issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of issuance of such Letter of Credit, (x) the sum Commitment Usage would exceed the Total Revolving Credit Commitment, (y) such Lender’s Commitment Ratio of the principal amount of all Revolving Credit Loans outstanding, the sum plus such Lender’s Commitment Ratio of all Swing Line Loans outstanding and the Letter of Credit Undrawn Availability shall not Exposure would exceed such Lender’s Revolving Credit Commitment, or (z) the Letter of Credit Exposure would exceed the Revolving Letter of Credit Facility CommitmentSublimit. All such Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Agreement Date shall be subject to and governed by the Issuing Bank terms and conditions hereof.
(ii) No Letter of Credit Issuer shall be under any obligation to issue any Letter of Credit if:
(A) any order, judgment, or decree of any Governmental Authority shall by its terms purport to enjoin or restrain such Letter of Credit Issuer from issuing such Letter of Credit, or any Applicable Law applicable to such Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Letter of Credit Issuer shall prohibit, or request that such Letter of Credit Issuer refrain from, the issuance of Letters of Credit generally or such Letter of Credit in accordance particular or shall impose upon any Letter of Credit Issuer with its then current practice relating respect to such Letter of Credit any restriction, reserve, or capital requirement (for which such Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Agreement Date, or shall impose upon such Letter of Credit Issuer any unreimbursed loss, cost, or expense which was not applicable on the Agreement Date and which such Letter of Credit Issuer in good fxxxx xxxxx material to it;
(B) the issuance of such Letter of Credit would violate any Applicable Laws or one or more policies of such Letter of Credit Issuer with respect to the issuance of letters Letters of credit including, but not limited toCredit generally;
(C) subject to Section 2.4(b)(iii), the execution and delivery expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date;
(D) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all Lenders have approved such expiry date;
(E) a default of any Lender’s obligations to fund under Section 2.4(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless (1) such Letter of Credit Issuer has entered into satisfactory arrangements with Borrower or such Lender to eliminate such Letter of Credit Issuer’s risk with respect to such Lender, or (2) after giving effect to such Letter of Credit, the Issuing Bank Commitment Usage does not exceed the Total Revolving Commitments excluding the Revolving Credit Commitment of applications and agreements required by such Defaulting Lender; or
(F) such Letter of Credit is in a face amount less than $10,000.
(iii) No Letter of Credit Issuer shall be under any obligation to amend any Letter of Credit if (A) such Letter of Credit Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the Issuing Bank and terms hereof, or (B) the payment by beneficiary of such Letter of Credit does not accept the Borrowers proposed amendment to such Letter of Credit.
(iv) No Letter of Credit Issuer shall issue any Letter of Credit having an expiry date that would occur after the Letter of Credit Expiration Date without the consent of all applicable fees with respect thereto. As of the date hereof, those letters of credit set forth on Schedule 2.05 hereof Lenders.
(collectively, the “v) The Existing Letters of Credit”), which were previously issued by the Issuing Bank for the account of the Borrowers, or any of them, and which are outstanding on the date hereof, will Credit shall be deemed to be Letters of Credit issued hereunder for all purposes and outstanding hereunder. Each request for a Letter of Credit shall be delivered subject to the Issuing Bank no later than 10:00 a.m. (Pittsburgh, Pennsylvania time) on the second (2nd) Business Day, or such shorter period as may be agreed to and governed by the Issuing Bank, prior to the proposed date terms of issuance. Each such request shall be in a form acceptable to the Issuing Bank and specify the Letter of Credit Face Amount thereof, the account party, the beneficiary, the intended date of issuance, the expiry date thereof, and the nature of the transaction to be supported thereby. All such Letters of Credit shall be issued by the Issuing Bank in accordance with its then current practice relating to the issuance of Letters of Credit including, but not limited to, the execution and delivery to the Issuing Bank of applications and agreements required by the Issuing Bank and the payment by the Borrowers of all applicable fees required by Section 2.06 hereof. Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Bank’s Pro Rata Share of the Letter of Credit Face Amount of such Letter of Credit; provided, that the Issuing Bank believed in good faith that all conditions under Article IV to the issuing of such Letter of Credit were satisfied at the time such Letter of Credit was issued or the satisfaction of any such condition not satisfied had been waived in writing by the Banks prior to or at the time such Letter of Credit was issued. The Issuing Bank shall promptly, but in any event not later than the next Business Day, provide to each Bank notice of each such request for a Letter of Credit by the Borrowersthis Agreement.
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Agreement to Issue Letters of Credit. From time to time during the period from the Closing Date to the thirtieth (30th) day preceding the Revolving Credit Expiry Date, subject to the further terms and conditions hereof, including those required in connection with the making of Revolving Credit Loans, the Issuing Bank Agent shall issue standby letters Standby Letters of credit or trade letters of credit Credit (collectively with the Existing "Letters of Credit, the “Letters of Credit”") for the account of the Borrowers Borrower in an amount not to exceed Twenty Five Million and 00/100 Dollars ($20,000,000.005,000,000.00) in the aggregate aggregate, as a subfacility of the Revolving Credit Facility Commitment; provided, however, that on any date on which that the Borrowers request Borrower requests a Letter of Credit, and after giving effect to the Letter of Credit Face Amount of such Letter of Credit, the sum of all the outstanding Revolving Credit Loans outstandingLoans, the sum of all outstanding Swing Line Loans outstanding Loans, and the Letter of Credit Undrawn Availability shall not exceed the Revolving Credit Facility Commitment. All such Letters of Credit shall be issued by the Issuing Bank in accordance with its then current practice relating to the issuance of letters of credit including, but not limited to, the execution and delivery to the Issuing Bank of applications and agreements required by the Issuing Bank and the payment by the Borrowers of all applicable fees with respect thereto. As of the date hereof, those letters of credit set forth on Schedule 2.05 hereof (collectively, the “Existing Letters of Credit”), which were previously issued by the Issuing Bank for the account of the Borrowers, or any of them, and which are outstanding on the date hereof, will be deemed to be Letters of Credit issued and outstanding hereunder. Each request for a Letter of Credit shall be delivered to the Issuing Bank Agent no later than 10:00 a.m. (Pittsburgh, Pennsylvania time) on the second (2nd) Business Day, or such shorter period as may be agreed to by the Issuing BankAgent, prior to the proposed date of issuance. Each such request shall be in a form acceptable to the Issuing Bank Agent and specify the Letter of Credit Face Amount thereof, the account party, the beneficiary, the intended date of issuance, the expiry date thereof, and the nature of the transaction to be supported thereby. All such Letters of Credit shall be issued by the Issuing Bank Agent in accordance with its then current practice relating to the issuance of Letters of Credit including, but not limited to, the execution and delivery to the Issuing Bank Agent of applications and agreements required by the Issuing Bank Agent and the payment by the Borrowers Borrower of all applicable fees required by Section 2.06 2.09 hereof. Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank Agent a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Bank’s 's Pro Rata Share of the Letter of Credit Face Amount of such Letter of Credit; provided, that the Issuing Bank believed in good faith that all conditions under Article IV to the issuing of such Letter of Credit were satisfied at the time such Letter of Credit was issued or the satisfaction of any such condition not satisfied had been waived in writing by the Banks prior to or at the time such Letter of Credit was issued. The Issuing Bank Agent shall promptly, but in any event not later than the next Business Day, promptly provide to each Bank notice of each such request for a Letter of Credit by the BorrowersBorrower.
Appears in 1 contract
Samples: Loan Agreement (Tuscarora Inc)
Agreement to Issue Letters of Credit. From time to time during the period from the Closing Date to the thirtieth (30th) day preceding the Expiry Date, subject to the further terms and conditions hereof, including those required in connection with the making of Revolving Credit Loans, the Issuing Bank Agent shall issue standby letters of credit or trade letters of credit (collectively with the Existing Letters of Credit, the “"Letters of Credit”") for the account of the Borrowers in an amount not to exceed Twenty Fifteen Million and 00/100 Dollars ($20,000,000.0015,000,000.00) in the aggregate as a subfacility of the Revolving Credit Facility Commitment; provided, however, that on any date on which the Borrowers request a Letter of Credit, and after giving effect to the Letter of Credit Face Amount of such Letter of Credit, the sum of all Revolving Credit Loans outstanding, the sum of all Swing Line Loans outstanding and the Letter of Credit Undrawn Availability shall not exceed the Revolving Credit Facility Commitment. All such Letters of Credit shall be issued by the Issuing Bank Agent in accordance with its then current practice relating to the issuance of letters of credit including, but not limited to, the execution and delivery to the Issuing Bank Agent of applications and agreements required by the Issuing Bank Agent and the payment by the Borrowers of all applicable fees with respect thereto. As of the date hereof, those letters of credit set forth on Schedule 2.05 hereof (collectively, the “"Existing Letters of Credit”"), which were previously issued by under the Issuing Bank for the account of the Borrowers, or any of them, Existing Loan Agreement and which are outstanding on the date hereof, will be deemed to be Letters of Credit issued and outstanding hereunder. Each request for a Letter of Credit shall be delivered to the Issuing Bank Agent no later than 10:00 a.m. (Pittsburgh, Pennsylvania time) on the second (2nd) Business Day, or such shorter period as may be agreed to by the Issuing BankAgent, prior to the proposed date of issuance. Each such request shall be in a form acceptable to the Issuing Bank Agent and specify the Letter of Credit Face Amount thereof, the account party, the beneficiary, the intended date of issuance, the expiry date thereof, and the nature of the transaction to be supported thereby. All such Letters of Credit shall be issued by the Issuing Bank Agent in accordance with its then current practice relating to the issuance of Letters of Credit including, but not limited to, the execution and delivery to the Issuing Bank Agent of applications and agreements required by the Issuing Bank Agent and the payment by the Borrowers of all applicable fees required by Section 2.06 hereof. Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank Agent a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Bank’s 's Pro Rata Share of the Letter of Credit Face Amount of such Letter of Credit; provided, that the Issuing Bank Agent believed in good faith that all conditions under Article IV to the issuing of such Letter of Credit were satisfied at the time such Letter of Credit was issued or the satisfaction of any such condition not satisfied had been waived in writing by the Banks prior to or at the time such Letter of Credit was issued. The Issuing Bank Agent shall promptly, but in any event not later than the next Business Day, provide to each Bank notice of each such request for a Letter of Credit by the Borrowers.
Appears in 1 contract
Samples: Loan Agreement (Baker Michael Corp)
Agreement to Issue Letters of Credit. From time to time during the period from the Closing Date to the thirtieth fifteenth (30th15th) day preceding the Expiry Date, subject to the further terms and conditions hereof, including those required in connection with the making of Revolving Credit Loans, the applicable Issuing Bank Bank(s) shall issue standby letters Standby Letters of credit Credit or trade letters Commercial Letters of credit Credit (collectively with the Existing "Letters of Credit, the “Letters of Credit”") for the account of the Borrowers Borrower in an Dollar Equivalent amount not to exceed Twenty Five Million and 00/100 Dollars ($20,000,000.0025,000,000.00) in the aggregate as a subfacility of the Revolving Credit Facility Commitment; provided, however, that on any date on which the Borrowers request Borrower requests a Letter of Credit, and after giving effect to the Letter of Credit Face Amount of such Letter of Credit, the sum of (i) the Dollar Equivalent amount of all Revolving Credit Loans outstanding, the sum of plus (ii) all Swing Line Loans outstanding and outstanding, plus (iii) the Letter Dollar Equivalent amount of all Letters of Credit Undrawn Availability Outstanding shall not exceed the Revolving Credit Facility Commitment. All such Letters of Credit shall be issued by the applicable Issuing Bank in accordance with its then current practice relating to the issuance of letters of credit including, but not limited to, the execution and delivery to the such Issuing Bank of applications and agreements required by the such Issuing Bank and the payment by the Borrowers Borrower of all applicable fees with respect thereto. As of the date hereof, those letters Letters of credit Credit set forth on Schedule 2.05 2.06 hereof (collectively, the “"Existing Letters of Credit”"), which were previously issued by under the Issuing Bank for the account of the Borrowers, or any of them, Prior Loan Agreement and which are outstanding on the date hereof, will be deemed to be Letters of Credit issued and outstanding hereunder. Each request for a Letter of Credit shall be delivered to the applicable Issuing Bank (with a copy to the Agent) no later than 10:00 a.m. (Pittsburgh, Pennsylvania time) on the second (2nd) Business Day, or such shorter period as may be agreed to by the such Issuing Bank, prior to the proposed date of issuance. Each such request shall be in a form acceptable to the applicable Issuing Bank and specify the Letter of Credit Face Amount thereof, the applicable currency, the account party, the beneficiary, the intended date of issuance, the expiry date thereof, and the nature of the transaction to be supported thereby. Promptly after receipt of any request for a Letter of Credit, the Issuing Bank shall confirm with the Agent (by telephone or in writing) that the Agent has received a copy of such request for a Letter of Credit and if not, such Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice from any Bank, the Agent or any Loan Party, at least one (1) day prior to the requested date of issuance of the applicable Letter of Credit, that one or more applicable conditions in Article IV is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Banks set forth in this Section 2.06, the Issuing Bank or any of the Issuing Bank's Affiliates will issue a Letter of Credit. All such Letters of Credit shall be issued by the applicable Issuing Bank in accordance with its then current practice relating to the issuance of Letters of Credit including, but not limited to, the execution and delivery to the such Issuing Bank of applications and agreements required by the such Issuing Bank and the payment by the Borrowers Borrower of all applicable fees required by Section 2.06 2.07 hereof. Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Bank’s 's Pro Rata Share of the Letter of Credit Face Amount of such Letter of Credit; provided, that the Issuing Bank believed in good faith that all conditions under Article IV to the issuing of such Letter of Credit were satisfied at the time such Letter of Credit was issued or the satisfaction of any such condition not satisfied had been waived in writing by the Banks prior to or at the time such Letter of Credit was issued. The applicable Issuing Bank shall promptly, but in any event not later than the next Business Day, provide to each Bank notice of each such request for a Letter of Credit by the BorrowersBorrower. Notwithstanding any other provision hereof, no Issuing Bank shall be required to issue any Letter of Credit, if any Bank is at such time an Impacted Bank hereunder, unless the Issuing Bank has entered into satisfactory arrangements with the Borrower or such Impacted Bank to eliminate the Issuing Bank's risk with respect to such Impacted Bank (it being understood that the Issuing Bank would consider the Borrower or the Impacted Bank providing cash collateral to the Agent, for the benefit of the Issuing Bank, to secure the Impacted Bank's Pro Rata Share of the Letter of Credit to be a satisfactory arrangement).
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