All Letters of Credit. Notwithstanding any provision contained herein to the contrary, Mercantile shall have no obligation to issue any Letter of Credit hereunder unless:
(a) Mercantile shall have received a Letter of Credit Request for such Letter of Credit as required by Section 4.1(a);
(b) Mercantile shall have received a Letter of Credit Application for such Letter of Credit as required by Section 4.1(a), duly executed by an authorized officer of Borrower as account party;
(c) Borrower shall have complied with all of the procedures and requirements set forth in Section 4.1;
(d) On the date of and immediately after the issuance of such Letter of Credit, no Default or Event of Default under this Agreement shall have occurred and be continuing;
(e) No change in the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower and its Subsidiaries taken as a whole and having a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing;
(f) All of the representations and warranties of Borrower contained in this Agreement shall be true and correct in all material respects on and as of the date of the issuance of such Letter of Credit as if made on and as of the date of the issuance of such Letter of Credit; and
(g) Bank shall have received such other documents, certificates and agreements as it may reasonably request. Each request for the issuance of a Letter of Credit by Borrower hereunder shall be deemed to be a representation and warranty by Borrower on the date of the issuance of such Letter of Credit as to the facts specified in clauses (d), (e) and (f) of this Section 7.3.
All Letters of Credit. The obligations of the Issuing Lender to maintain the Existing Letters of Credit and issue additional Letters of Credit on the Effective Date, and the obligations to issue, amend, renew or extend Letters of Credit (other than an extension of the expiry date of any Letter of Credit (without increasing the amount thereof), or the renewal of any Letter of Credit (without increasing the amount thereof)) after the Effective Date are subject to the following conditions precedent:
(a) Each of the representations and warranties contained in Article VI shall be true and correct in all material respects on and as of the date of such issuance, amendment, renewal or extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date; provided that to the extent such representation and warranty is qualified as to materiality, such representation and warranty shall be true and correct in all respects.
(b) On the Effective Date and at the time of and immediately after any such issuance, amendment, renewal or extension, no Default or Event of Default under or pursuant to this Agreement shall have occurred and be continuing.
(c) Since December 31, 2010, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect;
(d) The Account Party represents and warrants that each Letter of Credit shall be issued in the ordinary course of business.
(e) After giving effect to such issuance, amendment, renewal or extension, the Outstanding Amount will not exceed the Letter of Credit Commitment and the balance in the Collateral Account will at least be equal to 103% of the Outstanding Amount.
(f) The Account Party shall have delivered to the Issuing Lender the information contemplated by Section 3.2. Each issuance, amendment, renewal or extension of a Letter of Credit (other than an extension of the expiry date of any Letter of Credit (without increasing the amount thereof), or the renewal of any Letter of Credit (without increasing the amount thereof)) shall be deemed to constitute a representation and warranty by the Account Party on the date of such issuance amendment, renewal or extension as to the matters specified in paragraphs (a), (b), (c), (d), (e) and (f) ...
All Letters of Credit. The Agent shall not be required to issue any Letter of Credit and the Lenders shall not be required to participate in any Letter of Credit (including the initial Letter of Credit) hereunder unless the Borrower has furnished to the Agent with sufficient copies for the Lenders:
(i) a completed Letter of Credit Request with regard to each such Letter of Credit;
(ii) all fees to be paid to the Agent in connection with each Letter of Credit shall have been paid; and
(iii) such other documents as the Agent, any Lender or its respective counsel may have reasonably requested. Any Letter of Credit Request delivered to the Agent shall be deemed a representation and warranty to the Agent and the Lenders that:
(i) there exists no Default or Event of Default;
(ii) the representations and warranties contained in Article 5 hereof are true and correct as of the issuance date of each Letter of Credit except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date; and
(iii) no event has occurred, or condition exists, which could have a Material Adverse Effect.
All Letters of Credit. (i) Upon the occurrence and during the continuance of an Event of Default and at the direction of the Administrative Agent,
(ii) in the event any Letters of Credit (Revolver) are outstanding on the Revolving Loan Commitment Termination Date, or
(iii) in the event any Letters of Credit (MDT) are outstanding on the Multi-Draw Term Loan Commitment Termination Date, then with respect to all outstanding Letters of Credit, the Borrower shall either (A) deliver to the Administrative Agent for the benefit of all Lenders with a Revolving Loan Commitment or Multi-Draw Term Loan Commitment, as applicable, a letter of credit in United States dollars, with a term that extends 60 days beyond the expiration date of each such Letter of Credit, issued by a bank satisfactory to the Administrative Agent and in an amount equal to 103% of the Letter of Credit Liability as of such date with respect to each such Letter of Credit, which letter of credit shall be drawable by the Administrative Agent to reimburse payments of drafts drawn under each such Letter of Credit and to pay any fees and expenses related thereto as and when the same become due and payable or (B) (1) immediately deposit with the Administrative Agent an amount equal to the aggregate outstanding Letter of Credit Liability as of such date to enable the Administrative Agent to make payments under all of the outstanding Letters of Credit when required and such amount shall become immediately due and payable, and (2) prepay the fees payable under Section 3.5 with respect to all such Letters of Credit for the full remaining terms of such Letters of Credit, and upon termination of any such Letter of Credit, the unearned portion of such prepaid fee attributable to such Letter of Credit shall be refunded to the Borrower.
All Letters of Credit. Notwithstanding any provision contained herein to the contrary, Mercantile shall have no obligation to issue any Letter of Credit under this Agreement unless: (a) Mercantile shall have received a Letter of Credit Request for such Letter of Credit as required by Section 3.01(a);
All Letters of Credit. The obligation of the Bank to issue each Letter of Credit is subject to the following further conditions precedent that (and the submission of a Letter of Credit Application pursuant to Section 2.2 shall constitute a representation and warranty by the Company that such conditions will be satisfied on the date of the issuance of such Letter of Credit):
(a) no Default or Unmatured Default has occurred and is continuing or will result from the issuance of such Letter of Credit; and
(b) the representations and warranties of the Company contained in Section 7 are true and correct as of the date of the issuance of such Letter of Credit, with the same effect as though made on such date.
All Letters of Credit. On the date of each issuance of, and each amendment increasing the face amount, extension or renewal of, a Letter of Credit (each such event being called a “Credit Event”):
(a) The applicable Issuing Bank shall have received an Application requesting the issuance, an amendment increasing the face amount, an extension or a renewal of a Letter of Credit, as applicable, as required by Section 2.01(b).
(b) The representations and warranties set forth, directly or through incorporation by reference, in Article III hereof and in each other Facility Document shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.
(c) The Guarantor and each Other Applicant shall be in compliance with all the terms and provisions set forth herein and in each other Facility Document on its part to be observed or performed, and at the time of and immediately after such Credit Event, no Event of Default or Default shall have occurred and be continuing.
(d) The requesting Applicant shall have executed and delivered (i) this Agreement or (ii) an Applicant Joinder and such other documents as provided for in the Applicant Joinder and as may be requested by the Administrative Agent.
(e) No order, judgment or decree of, or any request or directive (whether or not having the force of law) from any Governmental Authority, or any other applicable law, shall purport by its terms to enjoin, restrain, prohibit or otherwise prevent the Issuing Bank from issuing letters of credit generally or the requested Letter of Credit or shall impose upon such Issuing Bank with respect to that Letter of Credit any restriction, reserve requirement or other cost or expense that was not applicable, in effect or known to the Issuing Bank on the Closing Date and that such Issuing Bank in good fxxxx xxxxx materially adverse to it, except if in the case of costs, expenses and other monetary impositions, the Guarantor has agreed to pay or to indemnify such Issuing Bank for such impositions pursuant to the terms and conditions of this Agreement.
(f) In the case of an Alternative Currency Letter of Credit, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the opinion of the Administrative Agent or the Issui...
All Letters of Credit. The obligation of the Issuer to issue each Letter of Credit is, in addition to the conditions precedent specified in Sections 5.1 (with respect to the initial Letter of Credit) and Section 5.2 (with respect to all Letters of Credit), subject to the condition precedent that the Issuer shall have received, at least three (3) Business Days prior to the requested issuance thereof, an application from the Borrower relating to such Letter of Credit, in form and substance satisfactory to the Issuer.
All Letters of Credit. The Agent shall not be required to issue any Letter of Credit and the Lenders shall not be required to participate in any Letter of Credit (including the initial Letter of Credit) hereunder unless the Borrower shall have has furnished to the Agent with sufficient copies for the Lenders:
(i) a completed Letter of Credit Request with regard to each such Letter of Credit;
(ii) all fees to be paid to the Agent in connection with each Letter of Credit shall have been paid; and
(iii) such other documents as the Agent, any Lender or its respective counsel may have reasonably requested. Any Letter of Credit Request delivered to the Agent shall be deemed a representation and warranty to the Agent and the Lenders that:
(i) there exists no Default or Event of Default;
(ii) the representations and warranties contained in Article 5 hereof are true and correct in all material respects as of the issuance date of each Letter of Credit except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date; and
(iii) no event has occurred, or condition exists, which could reasonably be expected to have a Material Adverse Effect.
All Letters of Credit. The Agent shall not be required to issue --------------------- any Letter of Credit and the Lenders shall not be required to participate in any Letter of Credit (including the initial Letter of Credit) hereunder unless the Borrower shall have furnished to the Agent:
(i) a completed Letter of Credit Request with regard to each such Letter of Credit; and
(ii) all fees to be paid to the Agent in connection with each Letter of Credit shall have been paid. Any Letter of Credit Request delivered to the Agent shall be deemed a representation and warranty to the Agent and the Lenders that:
(a) there exists no Default or Event of Default; and
(b) the representations and warranties contained in Article 5 hereof are true and correct as of the issuance date of each Letter of Credit except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date.
