Common use of Availability; procedure Clause in Contracts

Availability; procedure. (i) The Borrower may request the Letter of Credit Issuer to issue standby letters of credit (the "Letters of Credit"; each, individually, a "Letter of Credit") during the period from the Third Restatement Date to the tenth Business Day prior to the Tranche A Maturity Date, provided that immediately after the issuance of each Letter of Credit the Letter of Credit Exposure of all Tranche A Lenders would not exceed the Letter of Credit Commitment and the Aggregate Tranche A Exposure would not exceed the Aggregate Tranche A Commitments. To request the issuance of a Letter of Credit, the Borrower shall notify the Administrative Agent and the Letter of Credit Issuer by the delivery of a Credit Request, which shall be sent by facsimile and shall be irrevocable (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Credit Request manually signed by the Borrower), at least three Business Days prior to the requested date of issuance, specifying (A) the beneficiary of such Letter of Credit, (B) the Borrower's proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (C) the maximum amount to be available under such Letter of Credit, and (D) the requested dates of issuance and expiration. Such Credit Request shall be accompanied by a duly completed application for such Letter of Credit on such forms as may be made available from time to time by the Letter of Credit Issuer and such other certificates, documents (including a reimbursement agreement) and other information as may be required by the Letter of Credit Issuer in accordance with its customary procedures (collectively, the "Letter of Credit Documentation"). Upon receipt of such Credit Request from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Subject to the satisfaction of the terms and conditions of this Agreement, the Letter of Credit Issuer shall issue each requested Letter of Credit. In the event of any conflict between the provisions of this Agreement and any Letter of Credit Documentation, the provisions of this Agreement shall control.

Availability; procedure. (i) The Borrower may request the Letter of Credit Issuer to issue standby letters of credit (the "Letters of CreditLETTERS OF CREDIT"; each, individually, a "Letter of CreditLETTER OF CREDIT") during the period from the Third Restatement Effective Date to the tenth thirtieth Business Day prior to the Tranche A Revolving Credit Maturity Date, provided that (i) no Letter of Credit shall have a face amount of less than $20,000, and (ii) immediately after the issuance of each Letter of Credit (1) the Letter of Credit Exposure of all Tranche A Lenders would not exceed the Letter of Credit Commitment and Commitment, (2) the Aggregate Tranche A Revolving Exposure would not exceed the Aggregate Tranche A CommitmentsRevolving Commitment, and (3) no more than 10 Letters of Credit shall be outstanding. To request the issuance of a Letter of Credit, the Borrower shall notify the Administrative Agent and the Letter of Credit Issuer by the delivery of a Credit Request, which shall be sent by facsimile and shall be irrevocable (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Credit Request manually signed by the Borrower)irrevocable, at least three Business Days prior to the requested date of issuance, specifying (A7) the beneficiary of such Letter of Credit, (B) 8) the Borrower's proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (C9) the maximum amount to be available under such Letter of Credit, and (D10) the requested dates of issuance and expiration. Such Credit Request shall be accompanied by a duly completed application for such Letter of Credit on such forms as may be made available from time to time by the Letter of Credit Issuer and such other certificates, documents (including a reimbursement agreement) and other information as may be required by the Letter of Credit Issuer in accordance with its customary procedures (collectively, the "Letter of Credit DocumentationLETTER OF CREDIT DOCUMENTATION"). Upon receipt of such Credit Request from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Subject to the satisfaction of the terms and conditions of this Agreement, the Letter of Credit Issuer shall issue each requested Letter of Credit. In the event of any conflict between the provisions of this Agreement and any Letter of Credit Documentation, the provisions of this Agreement shall control.

Availability; procedure. (i) The Borrower may request the Letter of Credit Issuer to issue standby letters of credit (the "“Letters of Credit"”; each, individually, a "“Letter of Credit"”) during the period from the Third Second Restatement Date to the tenth Business Day prior to the Tranche A Maturity Date, provided that (i) immediately after the issuance of each Letter of Credit Credit, the Letter of Credit Exposure of all Tranche A Lenders would not exceed an amount equal to the Letter of Credit Commitment and minus the aggregate face amount of all outstanding letters of credit obtained pursuant to Section 8.1(i), (ii) the Aggregate Tranche A Revolving Exposure would not exceed the Aggregate Tranche A CommitmentsRevolving Commitment, and (iii) the LC Collateral Base would equal or exceed an amount equal to 103% of the Letter of Credit Exposure of all Lenders. To request the issuance of a Letter of Credit, the Borrower shall notify the Administrative Agent and the Letter of Credit Issuer by the delivery of a Credit Request, which shall be sent by facsimile and shall be irrevocable (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Credit Request manually signed by the Borrower), at least three Business Days prior to the requested date of issuance, specifying (A) the beneficiary of such Letter of Credit, (B) the Borrower's ’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (C) the maximum amount to be available under such Letter of Credit, and (D) the requested dates of issuance and expiration. Such Credit Request shall be accompanied by (1) a duly completed application for such Letter of Credit on such forms as may be made available from time to time by the Letter of Credit Issuer and such other certificates, documents (including a reimbursement agreement) and other information as may be required by the Letter of Credit Issuer in accordance with its customary procedures (collectively, the "“Letter of Credit Documentation"”) and (2) a certificate of a Financial Officer of the Borrower, in form and substance satisfactory to the Administrative Agent, setting forth (x) a reasonably detailed calculation of the LC Collateral Base on a pro forma basis immediately after giving effect to such Letter of Credit and (y) information of the type referred to in subclauses (A) through (D) of the immediately preceding sentence with respect to each outstanding letter of credit obtained pursuant to Section 8.1(i). Upon receipt of such Credit Request from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Subject to the satisfaction of the terms and conditions of this Agreement, the Letter of Credit Issuer shall issue each requested Letter of Credit. In the event of any conflict between the provisions of this Agreement and any Letter of Credit Documentation, the provisions of this Agreement shall control.”

Availability; procedure. The Option may be exercised only in accordance with this Section 5(b). If Purchaser desires to exercise the Option (i) The Borrower may request the Letter of Credit Issuer to issue standby letters of credit a “Proposed Exercise”), then Purchaser shall give written notice (the "Letters “Option Notice”) to Seller of Credit"; each, individually, a "Letter such Proposed Exercise no later than thirty (30) days following delivery to Purchaser of Credit") during the period from the Third Restatement Date to the tenth Business Day prior to the Tranche A Maturity Date, provided that immediately after the issuance of each Letter of Credit the Letter of Credit Exposure of all Tranche A Lenders would not exceed the Letter of Credit Commitment and the Aggregate Tranche A Exposure would not exceed the Aggregate Tranche A CommitmentsOption Event Notice. To request the issuance of a Letter of CreditUpon such Proposed Exercise, the Borrower Parties shall notify promptly engage an independent third party valuation expert to determine the Administrative Agent and Fair Market Value of the Letter of Credit Issuer Option Shares in accordance with the procedures set forth in Exhibit A attached hereto. Within thirty (30) days following receipt by the delivery Parties of a Credit Requestan Agreed Valuation (as defined in Exhibit A), which Purchaser shall confirm in writing to Seller whether it still intends to pursue the Proposed Exercise or whether it no longer desires to consummate the Proposed Exercise. If Purchaser informs Seller that it no longer desires to consummate the Proposed Exercise, the Option shall immediately terminate and be sent of no further force and effect. If Purchaser informs Seller that it still intends to pursue the Proposed Exercise, then, no later than sixty (60) days following receipt by facsimile the Parties of the Agreed Valuation, Purchaser shall confirm the Proposed Exercise by entering into definitive agreements for the Proposed Exercise, and shall be irrevocable consummate the Proposed Exercise no later than forty-five (confirmed promptly, and 45) days thereafter (or such longer period thereafter as set forth in any event within five Business Days, by the delivery to the Administrative Agent of a Credit Request manually signed by the Borrower), at least three Business Days prior to the requested date of issuance, specifying (A) the beneficiary of such Letter of Credit, (B) the Borrower's proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (C) the maximum amount to be available under such Letter of Credit, and (D) the requested dates of issuance and expiration. Such Credit Request shall be accompanied by a duly completed application for such Letter of Credit on such forms as may be made available from time to time by the Letter of Credit Issuer and such other certificates, documents (including a reimbursement agreement) and other information definitive agreements related thereto as may be required to obtain any required stockholder or regulatory approvals or required third party consents). In the event (i) the Option Notice is not delivered to Seller within such thirty (30)-day period, (ii) the definitive agreements for the Proposed Exercise are not executed by Purchaser within such sixty (60) days period following receipt by the Letter Parties of Credit Issuer the Agreed Valuation, or (iii) the Proposed Exercise is not consummated during such forty-five (45)-day period thereafter (or such longer period thereafter as set forth in the definitive agreements related thereto as may be required to obtain any required stockholder or regulatory approvals or required third party consents), the Option contemplated by this Section 5 shall terminate and be of no further force and effect upon the completion of any such period; provided, however, in the event of any dispute between the Purchaser and Seller with respect to the Fair Market Value of the Option Shares that is being resolved in accordance with its customary procedures (collectivelySection 13(b) hereof, the "Letter of Credit Documentation"). Upon receipt Option contemplated by this Section shall not terminate until the date thirty (30) days following the resolution of such Credit Request from dispute in accordance with Section 13(b) hereof. All other material terms and conditions of the Borrower, Proposed Exercise shall be materially the Administrative Agent shall promptly notify each Lender thereof. Subject to the satisfaction of same as the terms and conditions set forth in the Purchase Agreement, except to the extent such terms and conditions may be modified or supplemented by mutual agreement of Purchaser and Seller and set forth in a definitive agreement for the purchase and sale of the Option Shares. Upon Seller’s receipt of an Option Notice: (i) Each of the Parties shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by the Proposed Exercise as promptly as practicable, including to (A) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation by such Party of the transactions contemplated by the Option Notice and (B) promptly make all necessary filings, and thereafter make any other required submissions, with respect to the Proposed Exercise required to be made by such Party under the HSR Act or any other applicable Law. (ii) Each Party shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice period under the HSR Act with respect to the Proposed Exercise, if applicable, as promptly as possible after the delivery of the Option Notice. (iii) Each of the Parties, unless prohibited or restricted by Law or any Governmental Authority, shall promptly notify the other Parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to a Proposed Exercise and permit the other Parties to review in advance any proposed communication by such Party to any Governmental Authority. No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting. (iv) As promptly as reasonably practicable following the delivery of the Option Notice, to the extent the approval of the stockholders of Parent is then required pursuant to applicable Law in order to permit the sale of the remaining shares of Company Common Stock pursuant to the Option, the Parent shall prepare the notices to stockholders and proxy materials necessary to solicit the requisite vote of such stockholders at an annual or special meeting of Parent (the “Proxy Materials”). The Company, Parent, Seller and the Investor shall cooperate with each other in connection with the preparation of the Proxy Materials. Parent will use its commercially reasonable efforts to have the Proxy Materials cleared by any Governmental Authority from which clearance is required by Law as promptly as practicable. Parent shall as promptly as practicable notify the other Parties of the receipt of any oral or written comments to the Proxy Materials from any applicable Governmental Authority. Parent shall cooperate and provide the other Parties with a reasonable opportunity to review and comment on the draft of the Proxy Materials (including each amendment or supplement thereto). If, at any time prior to the Exercise Date, any information should be discovered by any Party that should be set forth in an amendment or supplement to the Proxy Materials so that the Proxy Materials would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by Parent with any applicable Governmental Authority and disseminated by Parent to the other Parties. (v) Subject to the other provisions of this Agreement, to the Letter extent the approval of Credit Issuer the stockholders of Parent is then required pursuant to Delaware law in order to permit the sale of the remaining shares of Company common stock pursuant to the Option, Parent shall issue each requested Letter (A) take all action necessary in accordance with Parent’s certificate of Credit. In incorporation and bylaws and applicable Law to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following the event mailing of any conflict between the provisions Proxy Materials for the purpose of this Agreement obtaining the requisite approval of Parent’s stockholders to consummate the Proposed Exercise (such meeting and any Letter of Credit Documentationadjournment or postponement thereof, the provisions “Parent Meeting”), and (B) use its best efforts to solicit from its stockholders proxies in favor of this Agreement shall controlthe approval of the Proposed Exercise and the transactions contemplated by the Option Notice.

Availability; procedure. Prior to the Effective Date, BNY issued the letters of credit for the account of the Borrower and each Pending Acquisition Target listed on Schedule 2.5. As of the Effective Date with respect to such letters of credit issued for the account of the Borrower and as of the date of the consummation of a Pending Acquisition with respect to such letters of credit issued for the account of a Pending Acquisition Target, each Bank (iother than BNY) The assumes a portion of the risk associated with such letters of credit in accordance with its Revolving Commitment Percentage. In addition, the Borrower may request the Letter of Credit Issuer to issue additional standby letters of credit (together with the letters of credit listed on Schedule 2.5, the "Letters of CreditLETTERS OF CREDIT"; each, individually, a "Letter of CreditLETTER OF CREDIT") during the period from the Third Restatement Effective Date to the tenth Business Day prior to the Tranche A Maturity Date, provided that (i) immediately after the issuance of each Letter of Credit Credit, the Letter of Credit Exposure of all Tranche A Lenders would not exceed - 33 - 39 the Letter of Credit Commitment Commitment, and (ii) the Aggregate Tranche A Revolving Exposure would not exceed the Aggregate Tranche A CommitmentsRevolving Commitment. To request the issuance of a Letter of Credit, the Borrower shall notify the Administrative Agent and the Letter of Credit Issuer by the delivery of a Credit Request, which shall be sent by facsimile and shall be irrevocable (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Credit Request manually signed by the Borrower), at least three Business Days prior to the requested date of issuance, specifying (A) the beneficiary of such Letter of Credit, (B) the Borrower's proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (C) the maximum amount to be available under such Letter of Credit, and (D) the requested dates of issuance and expiration. Such Credit Request shall be accompanied by a duly completed application for such Letter of Credit on such forms as may be made available from time to time by the Letter of Credit Issuer and such other certificates, documents (including a reimbursement agreement) and other information as may be required by the Letter of Credit Issuer in accordance with its customary procedures (collectively, the "Letter of Credit DocumentationLETTER OF CREDIT DOCUMENTATION"). Upon receipt of such Credit Request from the Borrower, the Administrative Agent shall promptly notify the each Lender thereof. Subject to the satisfaction of the terms and conditions of this Agreement, the Letter of Credit Issuer shall issue each requested Letter of Credit. In the event of any conflict between the provisions of this Agreement and any Letter of Credit Documentation, the provisions of this Agreement shall control.

Availability; procedure. (i) The Either Borrower may request the Letter of Credit Issuer to issue standby letters of credit (the "Letters of Credit"; each, individually, a "Letter of Credit";" which term, as used herein, shall include the Chase L/Cs and Fleet L/Cs) during the period from the Third Restatement date hereof through the Commitment Termination Date, or, if the Commitment Termination Date to has been extended in accordance with the tenth Business Day prior to terms of Section 2.8(b) of this Agreement, through the Tranche A Maturity Termination Date, provided that (i) immediately after the issuance of each Letter of Credit the Letter of Credit Exposure of all Tranche A Lenders would not exceed the Letter of Credit Commitment and Commitment, (ii) the Aggregate Tranche A Revolving Exposure would not exceed the Aggregate Tranche A CommitmentsRevolving Commitment, (iii) the Aggregate Telephonics Revolving Exposure would not exceed the Aggregate Telephonics Revolving Commitment and (iv) the issuance, amendment, renewal or extension of any Letter of Credit shall be in the reasonable discretion of the Issuer and in no event shall any Letter of Credit be issued unless the issuance thereof is consistent with the Issuer's policies and procedures for standby letters of credit. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the requesting Borrower shall notify at least three Business Days prior to the Administrative Agent and the Letter of Credit Issuer requested date thereof issuance, hand deliver or telecopy (if by the delivery of a Credit Request, which telecopy it shall be sent by facsimile and shall be irrevocable (confirmed promptly, and in any event within five Business Days) to the Issuer, by the delivery to Applicable L/C Fee Distributor and the Administrative Agent a notice (which shall be irrevocable) requesting the issuance of a Letter of Credit, or identifying the Letter of Credit Request manually signed by the Borrower)to be amended, at least three Business Days prior to the requested date of issuancerenewed or extended, and specifying (A) the beneficiary date of such Letter of Creditissuance, amendment, renewal or extension (which shall be a Business Day), (B) the name and address of the beneficiary thereof, (C) the date on which such Letter of Credit is to expire (which shall comply with paragraph (b) of this Section), (D) such Borrower's proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (CE) the maximum amount to be available under such Letter of Credit, Credit and (DF) the requested dates such other information as shall be necessary to prepare, amend, renew or extend such Letter of issuance and expirationCredit. Such Credit Request notice shall be accompanied by a duly completed application for such Letter of Credit on such forms as may be made available from time to time by the Letter of Credit Issuer and such other certificates, documents (including a reimbursement agreement) and other information as may be required by the Letter of Credit Issuer in accordance with its customary procedures (collectively, the "Letter of Credit Documentation"). Upon receipt of such Credit Request notice from the such Borrower, the Administrative Agent Applicable L/C Fee Distributor shall promptly notify each Lender Bank thereof. Subject to the satisfaction of the terms and conditions of this Agreement, the Letter of Credit Issuer shall issue each requested Letter of Credit. In the event of any conflict between the provisions of this Agreement and any Letter of Credit Documentation, the provisions of this Agreement shall control. Notwithstanding the foregoing, with respect to the Chase L/Cs, the applicable Borrower shall only be required to notify the Administrative Agent as to an Amendment of a Chase L/C if same involves an increase in the amount thereof or a renewal or extension of the expiration date thereof.

Availability; procedure. (i) The Borrower may request the Letter of Credit Issuer to issue standby letters of credit (the "Letters of CreditLETTERS OF CREDIT"; each, individually, , a "Letter of Credit" LETTER OF CREDIT") during the period from the Third Second Restatement Date to the tenth Business Day prior to the Tranche A Maturity Date, provided that immediately after the issuance of each Letter of Credit the Letter of Credit Exposure of all Tranche A Lenders would not exceed the Letter of Credit Commitment and the Aggregate Tranche A Exposure would not exceed the Aggregate Tranche A Commitments. To request the issuance of a Letter of Credit, the Borrower shall notify the Administrative Agent and the Letter of Credit Issuer by the delivery of a Credit Request, which shall be sent by facsimile and shall be irrevocable (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Credit Request manually signed by the Borrower), at least three Business Days prior to the requested date of issuance, specifying (A) the beneficiary of such Letter of Credit, (B) the Borrower's proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (C) the maximum amount to be available under such Letter of Credit, and (D) the requested dates of issuance and expiration. Such Credit Request shall be accompanied by a duly completed application for such Letter of Credit on such forms as may be made available from time to time by the Letter of Credit Issuer and such other certificates, documents (including a reimbursement agreement) and other information as may be required by the Letter of Credit Issuer in accordance with its customary procedures (collectively, the "Letter of Credit DocumentationLETTER OF CREDIT DOCUMENTATION"). Upon receipt of such Credit Request from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Subject to the satisfaction of the terms and conditions of this Agreement, the Letter of Credit Issuer shall issue each requested Letter of Credit. In the event of any conflict between the provisions of this Agreement and any Letter of Credit Documentation, the provisions of this Agreement shall control.

Availability; procedure. (i) The Borrower may request the Letter of Credit Issuer to issue standby letters of credit (the "Letters of CreditLETTERS OF CREDIT"; each, individually, a "Letter of CreditLETTER OF CREDIT") during the period from the Third Restatement Effective Date to the tenth fifteenth Business Day prior to the Tranche A Maturity Date, provided that (i) immediately after the issuance of each Letter of Credit the Letter of Credit Exposure of all Tranche A Lenders would not exceed the Letter of Credit Commitment and Commitment, (ii) the Aggregate Tranche A Credit Exposure would not exceed the lesser of (x) the Aggregate Tranche A CommitmentsRevolving Commitment and (y) the Borrowing Base Amount, and (iii) no more than 20 Letters of Credit shall be outstanding. To request the issuance of a Letter of Credit, the Borrower shall notify the Administrative Agent and the Letter of Credit Issuer by the delivery of a Credit Request, which shall be sent by facsimile and shall be irrevocable (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Credit Request manually signed by the Borrower), at least three Business Days prior to the requested date of issuance, specifying (A) the beneficiary of such Letter of Credit, (B) the Borrower's proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (C) the maximum amount to be available under such Letter of Credit, and (D) the requested dates of issuance and expiration. Such Credit Request shall be accompanied by a duly completed application for such Letter of Credit on such forms as may be made available from time to time by the Letter of Credit Issuer and such other certificates, documents (including a reimbursement agreement) and other information as may be required by the Letter of Credit Issuer in accordance with its customary procedures (collectively, the "Letter of Credit DocumentationLETTER OF CREDIT DOCUMENTATION"). Upon receipt of such Credit Request from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Subject to the satisfaction of the terms and conditions of this Agreement, the Letter of Credit Issuer shall issue each requested Letter of Credit, it being understood that unless the Issuer has been notified in writing by another Credit Party prior to the issuance of a Letter of Credit that the terms and conditions of this Agreement shall not have been satisfied, the Issuer may assume that such terms and conditions have been satisfied. In the event of any conflict between the provisions of this Agreement and any Letter of Credit Documentation, the provisions of this Agreement shall control.