Availability of Credits. Subject to the terms and conditions ----------------------- set forth herein, Lenders shall from time to time prior to the Termination Date participate in the issuance by Agent of Letters of Credit for the account of Borrower on the following terms and conditions:
(a) at the time of issuance of the Letter of Credit, the lesser of (x) the unborrowed portion of the Revolving Credit Commitment or (y) the available Borrowing Base, in each case after deducting all outstanding Advances, shall equal or exceed the sum of the amount available to be drawn under such Letter of Credit and the amount available to be drawn under and any unreimbursed draws under all other Letters of Credit;
(b) at the time of issuance of the Letter of Credit, the amount available to be drawn under such Letter of Credit and all other Letters of Credit then outstanding hereunder plus any unreimbursed draws under all other Letters of Credit shall not exceed, in the aggregate, the Letter of Credit Sublimit;
(c) except as provided in clause (d) below, the final expiration date of each Letter of Credit shall be on or before the earlier of (i) one year from the date of issuance thereof or (ii) the Termination Date;
Availability of Credits. Subject to the terms and conditions set forth herein, Lenders shall from time to time prior to the Termination Date participate in the issuance or renewal by Agent of Letters of Credit for the account of Borrowers on the following terms and conditions:
(a) at the time of issuance or renewal of the Letter of Credit, the unborrowed portion of the Commitment, less the amount of any outstanding Swing Line Loans, shall equal or exceed the sum of the amount available to be drawn under such Letter of Credit and the amount available to be drawn under and any unreimbursed draws under all other Letters of Credit;
(b) at the time of issuance or renewal of the Letter of Credit, the amount available to be drawn under such Letter of Credit and all other Letters of Credit then outstanding hereunder plus any unreimbursed draws under all other Letters of Credit shall not exceed, in the aggregate, the Letter of Credit Sublimit;
(c) the final expiration date of each Letter of Credit shall be on or before the earlier of (i) one year from the date of issuance thereof or (ii) the Termination Date; provided, however, that "evergreen" letters of credit may be issued on terms and conditions reasonably satisfactory to Agent;
(d) there shall not exist at the time of issuance or renewal of the Letter of Credit, or as a result thereof, any Default or Event of Default; and
(e) each Letter of Credit issued or renewed under this Section 2A shall be required by a Borrower for purposes reasonably satisfactory to Agent and within the permitted uses under Paragraph 2.4 hereof. Upon issuance of each Letter of Credit, each Lender shall have a participating interest therein based on its percentage share of the Commitment. On the Effective Date, all Letters of Credit outstanding under the Existing Credit Agreement shall continue under and be governed by this Agreement, the Letter of Credit Application delivered in connection with the issuance thereof, and the other terms of such Letter of Credit.
Availability of Credits. 4.1 Not less frequently then every one hundred eighty (180) days, IMI shall deliver to SELLER orally or by written material describing the merchandise and services that can them be purchased by SELLER for credits, or, for a combination of cash and credits. These descriptions may or may not be for merchandise and services previously submitted to SELLER by IMI. Such merchandise and services shall include any merchandise and services which IMI makes available to any third party. In addition, if SELLER desires through IMI other then those described in the material, SELLER shall notify IMI and IMI shall then determine within a reasonable period of time whether the merchandise and services requested can be purchased for credits (or for a combination determined by IMI, of cash and credits) and shall so notify SELLER.
4.2 IMI shall exercise what it deems to be its best efforts, and SELLER agrees to accept what IMI deems to be its best efforts, to offer merchandise and services which shall be competitive with prices quoted to SELLER in proposed arm's-length transaction with unrelated third parties for the same merchandise and services. Such merchandise and services shall be of comparable quality to those offered in the marketplace. Every request for IMI to provide merchandise and services shall be accompanied by written prices quoted to SELLER for similar merchandise and services at arm's length transactions with unrelated third parties. Name and location of Vendor and a full description of the products and/or services must be included.
4.3 IMI agrees to use what it deems to be its best efforts, and SELLER agrees to accept what IMI deems to be its best efforts to obtain merchandise or services which SELLER can purchase for credits, or, a combination of cash and credits. If IMI is able to obtain merchandise or services to submit to SELLER for its consideration, or, is able to obtain merchandise or services which SELLER may request, IMI will then advise SELLER of the cost at which IMI can obtain such merchandise or services, and if such cost is lower then SELLER would ordinarily pay, IMI will acquire this merchandise or services for SELLER (with SELLER approval), upon prepayment by SELLER to IMI of IMI'S cost. However, IMI makes no representation as to the obtain ability of any merchandise or services. The difference between IMI'S cost and the cost at which the merchandise or services are made available to SELLER shall be charged against SELLER'S credits.
4.4 IMI sha...
Availability of Credits. Subject to the terms and conditions set forth herein, Banks shall from time to time prior to the Three Year Commitment Termination Date participate in the issuance by Agent of Letters of Credit for the account of Borrower on the following terms and conditions:
(a) at the time of issuance of the Letter of Credit, the sum of the amount available to be drawn under such Letter of Credit and all other Letters of Credit then outstanding hereunder plus any unreimbursed draws under Letters of Credit, plus the outstanding principal balance of the Three Year Loan, shall not exceed the Three Year Commitment;
(b) at the time of issuance of the Letter of Credit, the amount available to be drawn under such Letter of Credit and all other Letters of Credit then outstanding hereunder plus any unreimbursed draws under Letters of Credit shall not exceed, in the aggregate, the Letter of Credit Sublimit;
Availability of Credits. 29 3.2 Lender Participation in Letter of Credit Subfacility. . . . . . . . . . . . . . . . . . . . 29 3.3
Availability of Credits. Subject to the terms and conditions of this Agreement and applicable Law, Administrative Agent agrees to issue Letters of Credit upon Borrower's application therefor (denominated in Dollars), PROVIDED THAT, (a) on any date of determination and after giving effect to any Letter of Credit to be issued on such date, the sum of the borrowed portion of the Commitment and the LC Exposure shall never exceed the Commitment then in effect, (b) on any date of determination and after giving effect to any Letter of Credit to be issued on such date, the LC Exposure shall never exceed $20,000,000, (c) at the time of issuance of such Letter of Credit, no default or potential Default shall have occurred and be continuing, and (d) each Letter of Credit THIRD AMENDED AND 29 RESTATED CREDIT AGREEMENT must expire NO LATER than the EARLIER of the thirtieth (30th) day prior to the Final Maturity Date or one year from its issuance; PROVIDED THAT, any Letter of Credit may provide for automatic renewal for successive twelve month periods (but no renewal period may extend beyond the thirtieth (30th) day prior to the Final Maturity Date) unless Administrative Agent has given prior notice to the applicable beneficiary of its election not to extend such Letter of Credit.
Availability of Credits. Subject to the terms and conditions set forth herein, Bank shall from time to time prior to the Termination Date issue Letters of Credit for the account of one or more Borrowers on the following terms and conditions:
(a) at the time of issuance of the Letter of Credit, the sum of the amount available to be drawn under such Letter of Credit and all other Letters of Credit then outstanding hereunder plus any unreimbursed draws under Letters of Credit, plus the outstanding principal balance of the Loan, shall not exceed the lesser of the Commitment or the Borrowing Base;
(b) at the time of issuance of the Letter of Credit, the amount available to be drawn under such Letter of Credit and all other Letters of Credit then outstanding hereunder plus any unreimbursed draws under Letters of Credit shall not exceed, in the aggregate, the Letter of Credit Sublimit;
(c) the final expiration date of each Letter of Credit shall be on or before the earlier of (i) one year, in the case of standby Letters of Credit, and one hundred eighty (180) days, in the case of documentary Letters of Credit, from the date of issuance thereof or (ii) the Termination Date;
(d) there shall not exist at the time of issuance of the Letter of Credit, or as a result thereof, any Default or Event of Default hereunder; and
(e) each Letter of Credit issued under this Section 2A shall be utilized by a Borrower for legitimate purposes in the ordinary course of its business.
Availability of Credits. Paragraph 2A.1(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:
Availability of Credits. Subject to the terms and conditions set forth herein, Lenders shall from time to time prior to the Termination Date participate in the issuance or renewal by Agent of Letters of Credit for the account of Borrowers on the following terms and conditions:
(a) at the time of issuance or renewal of the Letter of Credit, the unborrowed portion of the Commitment shall equal or exceed the sum of the amount available to be drawn under such Letter of Credit and the amount available to be drawn under and any unreimbursed draws under all other Letters of Credit;
(b) at the time of issuance or renewal of the Letter of Credit, the amount available to be drawn under such Letter of Credit and all other Letters of Credit then outstanding hereunder plus any unreimbursed draws under all other Letters of Credit shall not exceed, in the aggregate, the Letter of Credit Sublimit;
(c) the final expiration date of each Letter of Credit shall be on or before the earlier of (i) one year from the date of issuance thereof or (ii) the Termination Date;
(d) there shall not exist at the time of issuance or renewal of the Letter of Credit, and as a result thereof, any Default or Event of Default; and
(e) each Letter of Credit issued or renewed under this Section 2A shall be required by a Borrower for purposes reasonably satisfactory to Agent (it being agreed and understood that issuance of a one-year Letter of Credit in the amount of $2,000,000 to secure obligations under leases of nursing home facilities by HCPI to Subsidiaries of Transitional Financial Services, Inc. is a purpose satisfactory to Agent). Upon issuance of each Letter of Credit, each Lender shall have a participating interest therein based on its percentage share of the Commitment as set forth in Schedule 2 attached to the Credit Agreement. On the Effective Date, all Letters of Credit outstanding under the Existing Credit Agreement shall continue under and be governed by this Agreement, the Letter of Credit Application delivered in connection with the issuance thereof, and the other terms of such Letter of Credit. On the Effective Date, Agent shall pay to each Lender their proportionate share of any LC Fees received by Agent in accordance with the Existing Credit Agreement with respect to Letters of Credit issued prior to the Effective Date and continuing in effect after the Effective Date, and Borrowers shall pay any additional amount of fees required to be paid with respect to such Letter of Credit under the terms of the...
Availability of Credits
