Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 6 contracts
Samples: Credit Agreement (SYNAPTICS Inc), Credit Agreement (SYNAPTICS Inc), First Amendment and Lender Joinder Agreement (SYNAPTICS Inc)
Availability. Subject to (a) If the terms Company and conditions hereofa Lender agree and except as otherwise provided in this Agreement, each Issuing the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender, in reliance on ’s unutilised Commitment (which shall (except for the agreements purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Revolving Credit Lenders set forth in Section 3.4(aAncillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, agrees to issue standby not later than five (5) Business Days (or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form shorter period as may be approved from time to time agreed by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit ifAgent) prior to the Ancillary Commencement Date for an Ancillary Facility, after giving effect to such issuance, (a) the L/C Obligations would exceed Agent has received from the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall Company:
(i) be denominated a notice in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms writing of the Letter establishment of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date an Ancillary Facility and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment the proposed Borrower(s) (or decree Affiliates(s) of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive a Borrower) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions set forth proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and
(F) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfiedthe Base Currency); and
(ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. References herein to “issue” The Agent shall promptly notify the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility. No amendment or modifications waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the context otherwise requiresavoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(c) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.
Appears in 6 contracts
Samples: Amendment and Restatement Agreement (Nord Anglia Education, Inc.), Senior Revolving Facility Agreement (Nord Anglia Education, Inc.), Revolving Facility Agreement (Nord Anglia Education, Inc.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) If the Foreign Borrower or any other Ancillary Borrower and a Lender agree and except as otherwise provided in this Agreement, such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender's unutilized Foreign Revolving Commitment (which, except for the purposes of determining the Required Lenders and for the purpose of Section 2.23, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(ii) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days prior to the Ancillary Commencement Date for such Ancillary Facility, the Administrative Agent has been notified in writing by the Borrower Representative that such Ancillary Facility has been established and specifying (1) the proposed Ancillary Commencement Date and expiration date of the Ancillary Facility; (2) the proposed type of Ancillary Facility to be provided, (3) the proposed Ancillary Lender and Ancillary Borrower, (4) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being the "Designated Gross Amount") and its maximum net amount (that amount being the "Designated Net Amount"); and (5) the proposed currency of the Ancillary Facility (if not denominated in Dollars in a minimum amount of $25,000, in Euros).
(iii) The Administrative Agent shall promptly notify the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Ancillary Lender and the Administrative Agent)other Lenders of the establishment of an Ancillary Facility. Subject to compliance with clause (b)(ii) above, (iix) expire on a date no more than twelve months after the Lender concerned will become an Ancillary Lender and (y) the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to agreed by the terms of the Letter of Credit Application or other documentation acceptable to Borrower Representative, the applicable Issuing Ancillary Borrower and the Ancillary Lender), which date .
(iv) No amendment or waiver of a term of any Ancillary Facility shall be no later require the consent of any Lender other than the Letter relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of Credit Expiration Date and or under this Agreement (iii) be subject to including, for the Uniform Customsavoidance of doubt, in the case of under this Section 2.26). In such a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewithcase, the laws provisions of the State of New York. No Issuing Lender shall at any time be obligated this Agreement with regard to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date amendments and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requireswaivers will apply.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Phillips Van Heusen Corp /De/), Credit and Guaranty Agreement (Phillips Van Heusen Corp /De/), Credit and Guaranty Agreement (Phillips Van Heusen Corp /De/)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Borrower and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit Lender may provide all or part of its Revolving Facility Commitment as an Ancillary Facility.
(b) An Ancillary Facility shall not be made available unless, not later than three (3) Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Borrower:
(i) a notice in writing of the establishment of an Ancillary Facility and specifying:
(A) the proposed Borrower which may use the Ancillary Facility;
(B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(C) the proposed type of Ancillary Facility to be denominated in Dollars in a minimum provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment and the maximum amount of $25,000the Ancillary Facility and, in the case of a commercial Letter Multi-account Overdraft, its Designated Gross Amount and its Designated Net Amount; and
(F) the proposed currency of Credit, or $50,000, the Ancillary Facility (if not denominated in HK dollars); and
(ii) any other information which the case of a standby Letter of Credit Agent may reasonably request in connection with the Ancillary Facility.
(or such lesser amount as agreed to by c) The Agent shall promptly notify the applicable Issuing Ancillary Lender and the Administrative Agent), other Lenders of the establishment of an Ancillary Facility.
(d) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined agreed by the applicable Issuing Lender and, to Borrower and the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
Appears in 3 contracts
Samples: Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (Melco Crown Entertainment LTD)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (“Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, the Administrative Agent has determined that (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter 100,000 (other than Existing Letters of Credit (or such lesser amount as otherwise agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender)Credit, which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. Notwithstanding the foregoing, each Issuing Lender agrees to issue Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date (but no later than one year from the date of issuance thereof) in reliance upon the agreement by the Borrower to Cash Collateralize such Letters of Credit in an amount equal to 105% of the aggregate amount available to be drawn under such Letters of Credit by the date that is thirty (30) days prior to the Revolving Credit Maturity Date, and the Borrower agrees so to Cash Collateralize such Letters of Credit by such date, it being understood that, except with respect to drawings made under such Letters of Credit prior to the date of receipt of such Cash Collateral by the applicable Issuing Lender, the Administrative Agent and the Lenders (other than the applicable Issuing Lender) shall, after the date of receipt of such Cash Collateral by the applicable Issuing Lender, be released from any and all obligations to purchase participations or make Revolving Credit Loans in respect of such Letters of Credit. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would violate, or any Applicable Law applicable to cause such Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 3 contracts
Samples: Credit Agreement (CoreCivic, Inc.), Credit Agreement (Corrections Corp of America), Credit Agreement (Corrections Corp of America)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) If the Foreign Borrower and a Lender agree and except as otherwise provided in this Agreement, such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilized Revolving Commitment (which, except for the purposes of determining the Required Lenders and for the purpose of Section 2.23, in each case, shall be denominated in Dollars in a minimum reduced by the amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentAncillary Commitment under that Ancillary Facility), .
(ii) expire on a date no more An Ancillary Facility shall not be made available unless, not later than twelve months after the date of issuance or last renewal of such Letter of Credit five (subject to automatic renewal for additional one year periods pursuant 5) Business Days prior to the terms of Ancillary Commencement Date for such Ancillary Facility, the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, Administrative Agent has been notified in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined writing by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if Borrower Representative that such Ancillary Facility has been established and specifying (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiration date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material Ancillary Facility, (B) the proposed type of Ancillary Facility to itbe provided, or (C) the conditions set forth proposed Ancillary Lender, (D) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”), (E) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfiedEuro or U.S. Dollars) and (F) the Revolving Commitments to which such Ancillary Facility relates, and the Borrower Representative shall have provided any other information which the Administrative Agent may reasonably request in connection with the Ancillary Facility.
(iii) The Administrative Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. References herein Subject to “issue” compliance with clause (b)(ii) above, (A) the Lender concerned will become an Ancillary Lender and derivations thereof (B) the Ancillary Facility will be available, with respect to Letters effect from the date agreed by the Borrower Representative and the Ancillary Lender.
(iv) No amendment or waiver of Credit shall also include extensions or modifications a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Lender other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Section 2.24). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Grifols SA), Credit and Guaranty Agreement (Grifols SA), Credit and Guaranty Agreement (Grifols SA)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Company and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit or Lender may provide an Ancillary Facility on a bilateral basis in place of part of that Lender’s unutilised Commitment (which shall (except for the purpose of determining the Majority Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than ten Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility (or such later date as the Revolving Credit Commitment. Each Letter of Credit shall Agent may agree), the Agent has received from the Obligors’ Agent:
(i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if an Ancillary Facility Request specifying:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive the proposed Borrower(s) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions set forth proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and
(F) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfiedthe Base Currency);
(ii) a copy of the proposed Ancillary Document; and
(iii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. References herein to “issue” The Agent shall promptly notify the Obligors’ Agent, the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility. No amendment or modifications waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(c) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Obligors’ Agent and the Ancillary Lender (such date to be promptly notified by the Obligors’ Agent to the Agent).
Appears in 2 contracts
Samples: Facility Agreement (InterXion Holding N.V.), Facility Agreement (InterXion Holding N.V.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Borrower and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit Lender may provide all or part of its Revolving Facility Commitment as an Ancillary Facility.
(b) An Ancillary Facility shall not be made available unless, not later than three (3) Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Borrower:
(i) a notice in writing of the establishment of an Ancillary Facility and specifying:
(A) the proposed Borrower which may use the Ancillary Facility;
(B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(C) the proposed type of Ancillary Facility to be denominated in Dollars in a minimum provided;
(D) the proposed Ancillary Lender; 38 Project Asgard (2020 A&R) – Amended and Restated Facilities Agreement
(E) the proposed Ancillary Commitment and the maximum amount of $25,000the Ancillary Facility and, in the case of a commercial Letter Multi-account Overdraft, its Designated Gross Amount and its Designated Net Amount; and
(F) the proposed currency of Credit, or $50,000, the Ancillary Facility (if not denominated in HK dollars); and
(ii) any other information which the case of a standby Letter of Credit Agent may reasonably request in connection with the Ancillary Facility.
(or such lesser amount as agreed to by c) The Agent shall promptly notify the applicable Issuing Ancillary Lender and the Administrative Agent), other Lenders of the establishment of an Ancillary Facility.
(d) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined agreed by the applicable Issuing Lender and, to Borrower and the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (Melco Resorts & Entertainment LTD)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed relevant Borrower and the L/C Sublimit or Ancillary Lender agree and except as otherwise provided in this Agreement, the Ancillary Lender may provide an Ancillary Facility on a bilateral basis in place of part of that Ancillary Lender’s unutilised Facility A Commitment be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than 5 Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the relevant Borrower:
(i) be denominated a notice in Dollars in a minimum amount writing of $25,000, the establishment of an Ancillary Facility substantially in the case form set out in Schedule 8 (Form of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender Ancillary Facility Notice) and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment the proposed Borrower(s) (or decree Affiliates of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive a Borrower) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions set forth proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and
(F) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfied. References herein to “issue” the Base Currency); and
(ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility.
(c) The Agent shall promptly notify the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility.
(d) No amendment or modifications waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(e) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the relevant Borrower, the Agent and the Ancillary Lender.
Appears in 2 contracts
Samples: Revolving Facilities Agreement (Molson Coors Brewing Co), Unsecured Uncommitted Revolving Facilities Agreement (Molson Coors Brewing Co)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Parent and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilized Revolving Facility Commitment (which shall (except for the purposes of determining the Supermajority Lenders and Required Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than three Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Administrative Agent has received from the Loan Parties’ Agent:
(i) be denominated a notice in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms writing of the Letter establishment of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date an Ancillary Facility and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive the proposed Borrower(s) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions set forth proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and
(F) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications the Base Currency); and
(ii) any other information which the Administrative Agent upon the written request of any outstanding Letters Lender may reasonably request in connection with the Ancillary Facility. The Administrative Agent shall promptly notify the Ancillary Lender and the other Lenders of Creditthe establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Section). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(c) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Parent and the Ancillary Lender.
Appears in 2 contracts
Samples: Credit Agreement (1295728 Alberta ULC), Credit Agreement (1295728 Alberta ULC)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) If the Foreign Borrower or any other Ancillary Borrower and a Lender agree and except as otherwise provided in this Agreement, such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilized Foreign Revolving Commitment (which, except for the purposes of determining the Required Lenders and for the purpose of Section 2.23, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(ii) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days prior to the Ancillary Commencement Date for such Ancillary Facility, the Administrative Agent has been notified in writing by the Borrower Representative that such Ancillary Facility has been established and specifying (1) the proposed Ancillary Commencement Date and expiration date of the Ancillary Facility; (2) the proposed type of Ancillary Facility to be provided, (3) the proposed Ancillary Lender and Ancillary Borrower, (4) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (5) the proposed currency of the Ancillary Facility (if not denominated in Dollars in a minimum amount of $25,000, in Euros).
(iii) The Administrative Agent shall promptly notify the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Ancillary Lender and the Administrative Agent)other Lenders of the establishment of an Ancillary Facility. Subject to compliance with clause (b)(ii) above, (iix) expire on a date no more than twelve months after the Lender concerned will become an Ancillary Lender and (y) the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to agreed by the terms of the Letter of Credit Application or other documentation acceptable to Borrower Representative, the applicable Issuing Ancillary Borrower and the Ancillary Lender), which date .
(iv) No amendment or waiver of a term of any Ancillary Facility shall be no later require the consent of any Lender other than the Letter relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of Credit Expiration Date and or under this Agreement (iii) be subject to including, for the Uniform Customsavoidance of doubt, in the case of under this Section 2.26). In such a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewithcase, the laws provisions of the State of New York. No Issuing Lender shall at any time be obligated this Agreement with regard to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date amendments and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requireswaivers will apply.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (PVH Corp. /De/), Credit and Guaranty Agreement (Phillips Van Heusen Corp /De/)
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a3.1(c), agrees to issue standby or commercial letters of credit (such letters of credit, collectively with the Existing Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit, the “Letters of Credit”) for the account of the Parent Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Original Closing Date up to but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any such Letter of Credit if, if after giving effect to such issuance, issuance (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (100,000 or such lesser other amount as agreed to by the applicable Issuing Lender Administrative Agent and the Administrative Agent)Issuing Lender, (ii) be a standby letter of credit issued to support obligations of the Parent Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender)Credit, which date shall be no later than the Letter of Credit Expiration Date and (iiiiv) be subject to the Uniform CustomsCustoms and/or ISP, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
(i) The Issuing Lender shall not issue any Letter of Credit if:
(A) Subject to Section 3.1(c)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Credit Lenders have approved such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Revolving Credit Lenders and the Issuing Lender have approved such expiry date or (y) such Letter of Credit is cash collateralized on terms and pursuant to arrangements satisfactory to the Issuing Lender.
(ii) The Issuing Lender shall not be under any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and the Issuing Lender, the Letter of Credit is in an initial stated amount less than $100,000;
(D) the Letter of Credit is to be denominated in a currency other than Dollars;
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Parent Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 5.14(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iii) The Issuing Lender shall not amend any Letter of Credit if the Issuing Lender would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(iv) The Issuing Lender shall be under no obligation to amend any Letter of Credit if (A) the Issuing Lender would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(v) The Issuing Lender shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article XIII with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and Loan Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article XIII included the Issuing Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Lender.
Appears in 2 contracts
Samples: Credit Agreement (Aci Worldwide, Inc.), Amendment Agreement (Aci Worldwide, Inc.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Borrower and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit Lender may provide all or part of its Commitment as an Ancillary Facility.
(b) An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Borrower:
(i) a notice in writing of the establishment of an Ancillary Facility and specifying:
(A) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(B) the proposed type of Ancillary Facility to be denominated in Dollars in a minimum provided;
(C) the proposed Ancillary Lender;
(D) the proposed Ancillary Commitment, the maximum amount of $25,000the Ancillary Facility and, in the case of a commercial Letter Multi-account Overdraft its Designated Gross Amount and its Designated Net Amount; and
(E) the proposed currency of Creditthe Ancillary Facility, or $50,000, which must be US Dollars.
(ii) any other information which the Agent may reasonably request in connection with the case of a standby Letter of Credit Ancillary Facility.
(or such lesser amount as agreed to by c) The Agent shall promptly notify the applicable Issuing Ancillary Lender and the Administrative Agent), other Lenders of the establishment of an Ancillary Facility.
(d) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined agreed by the applicable Issuing Lender and, to Borrower and the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Parent and a Lender agree and except as otherwise provided in this agreement, the L/C Sublimit Lender (or, in accordance with clause 7.8 (Affiliates of Lenders as Ancillary Lenders), one of its Affiliates) may provide all or part of its Revolving Facility Commitment as an Ancillary Facility.
(b) An Ancillary Facility shall not be made available unless, not later than three Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Facility Agent has received from the Parent:
(i) a notice in writing of the establishment of an Ancillary Facility and specifying:
(A) the proposed Borrower(s) (or Affiliates of a Borrower) which may use the Ancillary Facility;
(B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(C) the proposed type of Ancillary Facility to be denominated in Dollars in a minimum provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of $25,000the Ancillary Facility and, in the case of a commercial Letter Multi-account Overdraft, its Designated Gross Amount and its Designated Net Amount; and
(F) the proposed currency of Credit, or $50,000, the Ancillary Facility (if not denominated in the case of a standby Letter of Credit Base Currency); and
(or such lesser amount as agreed to by ii) any other information which the applicable Issuing Facility Agent may reasonably request in connection with the Ancillary Facility.
(c) The Facility Agent shall promptly notify the Ancillary Lender and the Administrative Agentother Lenders of the establishment of an Ancillary Facility.
(d) Subject to compliance with paragraph (b) above:
(i) the Lender concerned (or, in accordance with clause 7.8 (Affiliates of Lenders as Ancillary Lenders), one of its Affiliates) will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall Ancillary Facility will be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.available,
Appears in 1 contract
Samples: Senior Facilities Agreement
Availability. Subject (A) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide all or part of its Commitment as an Ancillary Facility.
(B) An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the terms and conditions hereofAncillary Commencement Date for that Ancillary Facility, each Issuing Lender, the Agent has received from the Company:
(1) a notice in reliance on the agreements writing of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters establishment of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, Ancillary Facility and specifying:
(a) the L/C Obligations would exceed the L/C Sublimit proposed Borrower(s) (or Affiliates of a Borrower) which may use that Ancillary Facility;
(b) the Revolving Credit Outstandings would exceed proposed Ancillary Commencement Date and expiry date of that Ancillary Facility;
(c) the Revolving Credit proposed type of Ancillary Facility to be provided;
(d) the proposed Xxxxxxxxx Xxxxxx;
(e) the proposed Ancillary Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum , the maximum amount of $25,000that Ancillary Facility and, in the case of a commercial Letter Multi-account Overdraft, its Designated Gross Amount and its Designated Net Amount; and
(f) the proposed currency of Credit, or $50,000, that Ancillary Facility (if not denominated in the case of a standby Letter of Credit Base Currency); and
(or such lesser amount as agreed to by 2) any other information which the applicable Issuing Agent may reasonably request in connection with that Ancillary Facility.
(C) The Agent shall promptly notify the Ancillary Lender and the Administrative Agent)other Lenders of the establishment of an Ancillary Facility.
(D) Subject to compliance with paragraph (B) above:
(1) the Lender concerned will become an Ancillary Lender; and
(2) the Ancillary Facility will be available, (ii) expire on a date no more than twelve months after with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined agreed by the applicable Issuing Lender and, to Company and the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
Appears in 1 contract
Samples: Multicurrency Revolving Facility Agreement (Endava PLC)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Company and a Lender agree and except as otherwise provided in this Agreement, that Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Revolving Facility Commitment (which shall (except for the L/C Sublimit or purposes of determining the Majority Lenders and of clause 40.4 (Deemed consent)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than 14 days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Company:
(i) be denominated a notice in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms writing of the Letter establishment of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date an Ancillary Facility and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive the proposed Borrower(s) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions set forth proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being Designated Gross Amount) and its maximum net amount (that amount being Designated Net Amount); and
(F) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfied. References herein to “issue” the Base Currency); and
(ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility.
(c) The Agent shall promptly notify the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility.
(i) No amendment or modifications waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(ii) The Company shall notify the Agent and provide details of any material amendment or waiver of a term of any Ancillary Facility which does not require the consent of any other Finance Party, no later than 14 days prior to the date of such amendment or waiver.
(e) Subject to compliance with clause 7.2(b):
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.
Appears in 1 contract
Availability. Subject From and including the Closing Date and subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(aSection 2.03(e), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9Section 2.03(k), any Restricted Subsidiary thereof, . Letters of Credit may be issued on any Business Day from the Closing Date up to but not including five (5) Business Days prior to the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing LenderRevolving Facility Termination Date; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Revolving Commitment, (b) the L/C Obligations would exceed the L/C Sublimit or (bc) the Revolving L/C Obligations attributable to Letters of Credit Outstandings issued by such Ixxxxxx Xxxxxx would exceed the Revolving Credit such Issuing Lender’s L/C Commitment. Each Letter of Credit shall (i) be denominated in Dollars (at the Borrower’s election) Dollars, any Foreign Currency or (solely with respect to CitibankGoldman Sachs and any other Issuing Lender who agrees to issue Letters of Credit in the applicable currency) any Additional L/C Currency in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Revolving Facility Termination Date provided, further that a Letter of Credit Expiration may, upon the request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period beyond the date that is five (5) Business Days prior to the Revolving Facility Termination Date (it being understood that the Lenders shall automatically be released from their participation obligations with respect to any such Letter of Credit from and after the Revolving Facility Termination Date), and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined unless otherwise agreed by the applicable Issuing Lender and the Borrower, be subject to ISP 98 and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Effective Date and that such Issuing Lender in good xxxxx fxxxx xxxxx material to it, (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) the conditions set forth in Section 6.2 Section 4.03 are not satisfiedsatisfied or (D) such Issuing Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested Foreign Currency or Additional L/C Currency, if applicable. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions extensions, increases or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Samples: Amendment No. 4 (RXO, Inc.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Company and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit Lender may provide all or part of its Revolving Facility Commitment as an Ancillary Facility.
(b) Subject to paragraph (a) above, an Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Company:
(i) a notice in writing requesting the establishment requesting an Ancillary Facility and specifying:
(A) the proposed Borrower(s) (or Affiliates of a Borrower) which may use the Ancillary Facility;
(B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(C) the proposed type of Ancillary Facility to be denominated in Dollars in a minimum amount of $25,000provided;
(D) the proposed Ancillary Lender; and
(E) the proposed Ancillary Commitment, in the case of a commercial Letter Multi-account Overdraft, its Designated Gross Amount and its Designated Net Amount; and
(ii) a copy of Creditthe proposed Ancillary Document; and
(iii) any other information which the Agent may reasonably request in connection with the Ancillary Facility.
(c) The Agent shall promptly notify the Company, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Ancillary Lender and the Administrative Agent), other Lenders of the establishment of an Ancillary Facility.
(d) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined agreed by the applicable Issuing Lender and, to Company and the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
Appears in 1 contract
Samples: Senior Facilities Agreement (Alliance Data Systems Corp)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Senior Borrower and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Revolving Facility Commitment (which shall (except for the purpose of determining the Majority Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Facility Agent has received from the Senior Borrower:
(i) be denominated a notice in Dollars in a minimum amount writing requesting the establishment of $25,000, in an Ancillary Facility and specifying:
(A) the case of a commercial Letter of Credit, or $50,000, in On-Loan Borrower to which the case of a standby Letter of Credit (or Senior Borrower may make such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods Ancillary Facility available pursuant to the terms On-Loan Facility Agreement;
(B) the proposed Ancillary Commencement Date and Expiry Date of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and
(F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency);
(ii) a copy of the proposed Ancillary Document and an original of each document evidencing any related Supplemental Security;
(iii) a copy of the notice in writing requesting the establishment of an Ancillary Facility pursuant to the On-Loan Facility Agreement which contains the information set forth out in Section 6.2 are not satisfiedparagraphs (b)(i) and (ii) above; and
(iv) any other information which the Facility Agent may reasonably request in connection with the Ancillary Facility. References herein to “issue” The Facility Agent shall promptly notify the Senior Borrower, the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility. No amendment or modifications waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(c) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Senior Borrower and the Ancillary Lender.
Appears in 1 contract
Samples: Senior Facilities Agreement (Central European Distribution Corp)
Availability. Subject 8.2.1 If a Borrower and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Revolving Credit Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and of Clause 34.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
8.2.2 An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the terms and conditions hereofAncillary Commencement Date for an Ancillary Facility, each Issuing Lender, the Initial ACF Agent has received from the relevant Borrower:
(i) a notice in reliance on the agreements writing of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters establishment of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, Ancillary Facility and specifying:
(a) the L/C Obligations would exceed proposed Ancillary Commencement Date and expiry date of the L/C Sublimit or Ancillary Facility;
(b) the Revolving Credit Outstandings would exceed proposed type of Ancillary Facility to be provided;
(c) the Revolving Credit Commitmentproposed Ancillary Lender; and
(d) the proposed Ancillary Commitment and the maximum amount of the Ancillary Facility; and
(ii) any other information which the Initial ACF Agent may reasonably request in connection with the Ancillary Facility. Each Letter The Initial ACF Agent shall promptly notify the Ancillary Lender and the other Lenders of Credit shall the establishment of an Ancillary Facility.
8.2.3 Subject to compliance with Clause 8.2.2:
(i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), concerned will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined agreed by the applicable Issuing Lender and, to relevant Borrower and the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
Appears in 1 contract
Samples: Amendment and Restatement Deed
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If a Borrower and a Lender agree and except as otherwise provided in this Agreement, the L/C Obligations would exceed Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Revolving Facility Commitment (which shall (except for the L/C Sublimit purpose of determining the Majority Lenders or for the purposes of Clause 6.8 (Revolving Facility Commitment amounts) and paragraph (b)(iv) of Clause 6.3 (Terms of Ancillary Facilities)) be reduced by the amount of the Ancillary Commitment under an Ancillary Facility).
(b) Except as provided in paragraph (d) below, an Ancillary Facility shall not be made available unless, not later than 5 Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Company:
(i) be denominated a notice in Dollars in a minimum amount writing requesting the establishment of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender an Ancillary Facility and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive the proposed Borrower(s) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and
(F) the proposed currency of the Ancillary Facility (which must be euro);
(ii) a copy of the proposed Ancillary Document; and
(iii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Company, the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility.
(c) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Borrower and the Ancillary Lender.
(d) With effect from the date of first Utilisation under this Agreement (or such other date as may be agreed between BNP Paribas and the Company) BNP Paribas will become an Ancillary Lender, and the facility provided under the Ancillary Documents delivered to the Agent under Clause 4.1 (Initial conditions set forth in Section 6.2 are not satisfied. References herein to “issue” precedent) will be available and derivations thereof with respect to Letters will be an Ancillary Facility.
(e) No amendment or waiver of Credit shall also include extensions or modifications a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Clause 6.2). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) If the Foreign Borrower and a Lender agree and except as otherwise provided in this Agreement, such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilized Foreign Revolving Commitment (which, except for the purposes of determining the Required Lenders and for the purpose of Section 2.23, shall be denominated in Dollars in a minimum reduced by the amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentAncillary Commitment under that Ancillary Facility), .
(ii) expire on a date no more An Ancillary Facility shall not be made available unless, not later than twelve months after the date of issuance or last renewal of such Letter of Credit five (subject to automatic renewal for additional one year periods pursuant 5) Business Days prior to the terms of Ancillary Commencement Date for such Ancillary Facility, the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, Administrative Agent has been notified in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined writing by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if Foreign Borrower that such Ancillary Facility has been established and specifying (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiration date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material Ancillary Facility; (B) the proposed type of Ancillary Facility to itbe provided, or (C) the conditions set forth proposed Ancillary Lender, (D) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (E) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfiedEuros), and the Foreign Borrower shall have provided any other information which the Administrative Agent may reasonably request in connection with the Ancillary Facility.
(iii) The Administrative Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. References herein Subject to “issue” compliance with clause (b)(ii) above, (A) the Lender concerned will become an Ancillary Lender and derivations thereof (B) the Ancillary Facility will be available, with respect to Letters effect from the date agreed by the Foreign Borrower and the Ancillary Lender.
(iv) No amendment or waiver of Credit shall also include extensions or modifications a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Lender other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Section 2.25). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Grifols Germany GmbH)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed relevant Borrower and the L/C Sublimit or Ancillary Lender agree and except as otherwise provided in this Agreement, the Ancillary Lender may provide an Ancillary Facility on a bilateral basis in place of part of that Ancillary Lender’s unutilised Facility A Commitment be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than 5 Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the relevant Borrower:
(i) be denominated a notice in Dollars in a minimum amount writing of $25,000, the establishment of an Ancillary Facility substantially in the case form set out in Schedule 10 (Form of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender Ancillary Facility Notice) and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment the proposed Borrower(s) (or decree Affiliates of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive a Borrower) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions set forth proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and
(F) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfiedthe Base Currency); and
(ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. References herein to “issue” The Agent shall promptly notify the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility. No amendment or modifications waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(c) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the relevant Borrower, the Agent and the Ancillary Lender.
Appears in 1 contract
Samples: Revolving Facilities Agreement (Molson Coors Brewing Co)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) If the European Borrower or any other Ancillary Borrower and a Lender agree and except as otherwise provided in this Agreement, such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilized European Revolving Commitment (which, except for the purposes of determining the Required Lenders and for the purpose of Section 2.23, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(ii) An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Ancillary Commencement Date for such Ancillary Facility, the Administrative Agent has been notified in writing by the Borrower Representative that such Ancillary Facility has been established and specifying (1) the proposed Ancillary Commencement Date and expiration date of the Ancillary Facility; (2) the proposed type of Ancillary Facility to be provided; (3) the proposed Ancillary Lender and Ancillary Borrower; (4) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (5) the proposed currency of the Ancillary Facility (if not denominated in Dollars in a minimum amount of $25,000, in Euros).
(iii) The Administrative Agent shall promptly notify the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Ancillary Lender and the Administrative Agent)other Lenders of the establishment of an Ancillary Facility. Subject to compliance with clause (b)(ii) above, (iix) expire on a date no more than twelve months after the Lender concerned will become an Ancillary Lender and (y) the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to agreed by the terms of the Letter of Credit Application or other documentation acceptable to Borrower Representative, the applicable Issuing Ancillary Borrower and the Ancillary Lender), which date .
(iv) No amendment or waiver of a term of any Ancillary Facility shall be no later require the consent of any Lender other than the Letter relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of Credit Expiration Date and or under this Agreement (iii) be subject to including, for the Uniform Customsavoidance of doubt, in the case of under this Section 2.26). In such a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewithcase, the laws provisions of the State of New York. No Issuing Lender shall at any time be obligated this Agreement with regard to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date amendments and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requireswaivers will apply.
Appears in 1 contract
Samples: Credit Agreement (PVH Corp. /De/)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would German Borrower and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender's unutilised Commitment (which shall (except for the purpose of determining the Majority Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility) provided that the aggregate Base Currency Amount of all Ancillary Commitments may at no time exceed the L/C Sublimit or EUR 30,000,000.
(b) An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the German Borrower:
(i) be denominated a notice in Dollars in a minimum amount writing requesting the establishment of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender an Ancillary Facility and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive the proposed Borrower(s) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions set forth proposed Ancillary Lender; and
(D) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility;
(ii) a copy of the proposed Ancillary Document; and
(iii) any other information which the Agent may reasonably request in Section 6.2 are not satisfiedconnection with the Ancillary Facility. References herein to “issue” The Agent shall promptly notify the German Borrower, the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility. No amendment or modifications waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(c) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the relevant Borrower and the Ancillary Lender.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Company and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment under Facility A and/or Facility B (which shall (except for the purposes of determining the Majority Lenders and of Clause 43.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than 5 Business Days prior to the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall Ancillary Commencement Date for an Ancillary Facility (i) be denominated in Dollars in a minimum amount of $25,000or, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed any Ancillary Facility to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect made available on the Closing Date, on or any unreimbursed loss, cost or expense that was not applicable, before the Closing Date) the Agent has received from the Company:
(i) a notice in effect or known to such Issuing Lender as writing of the Closing establishment of an Ancillary Facility and specifying:
(A) the proposed Borrower(s) which may use the Ancillary Facility;
(B) the proposed Ancillary Commencement Date and that such Issuing Lender in good xxxxx xxxxx material to it, or expiry date of the Ancillary Facility;
(C) the conditions set forth proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and
(F) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfiedthe Base Currency);
(ii) a copy of the proposed Ancillary Facility Document; and
(iii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. References herein to “issue” The Agent shall promptly notify the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility. No amendment or modifications waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(c) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.
Appears in 1 contract
Samples: Revolving Facilities Agreement (Manchester United Ltd.)
Availability. Subject (a) If the Obligors’ Agent and a Lender agree and except as otherwise provided in this Agreement, that Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender's unutilised Original Revolving Facility Commitment and/or Additional Revolving Facility Commitment and/or Refinancing Revolving Facility Commitment (which shall (except for the purposes of (i) determining the Majority Lenders or other votes of Lenders and (ii) of Clause 41.10 (Replacement or Prepayment of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the terms and conditions hereofAncillary Commencement Date for an Ancillary Facility, each Issuing Lender, the Agent has received from the Obligors’ Agent:
(i) a notice in reliance on the agreements writing of the establishment of an Ancillary Facility and specifying:
(A) the Facility to which it relates;
(B) the proposed Borrower(s) under the Original Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby Facility or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower Additional Revolving Facility or Refinancing Revolving Facility or, subject to Section 3.9Clause 9.11 (Affiliates of Borrowers), any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (aAffiliate(s) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, Borrower under the Original Revolving Facility or $50,000, in Additional Revolving Facility or Refinancing Revolving Facility which may use the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions set forth proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(D) the proposed type of Ancillary Facility to be provided;
(E) the proposed Ancillary Lender;
(F) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the Designated Gross Amount) and its maximum net amount (that amount being the Designated Net Amount); and
(G) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfied. References herein the Base Currency); and
(ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility.
(c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility.
(d) Subject to “issue” compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Obligors’ Agent and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
Appears in 1 contract
Samples: Senior Facilities Agreement (Fintrax US Acquisition Subsidiary, Inc.)
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount standby letter of $25,000credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the case ordinary course of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)business, (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkIllinois. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Company and a Lender agree and except as otherwise provided in this Agreement, that Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender's unutilised Revolving Facility Commitment or unutilised Uncommitted Accordion 10-16526587-2\13845-2639 60 Revolving Facility Commitment (which shall (except for the L/C Sublimit or purposes of determining the Majority Lenders and of clause 40.3 (Deemed consent)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than 14 days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Company:
(i) a notice in writing of the establishment of an Ancillary Facility and specifying:
(A) the proposed Borrower(s) or Affiliates of a Borrower (under the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility (as applicable)) which may use the Ancillary Facility;
(B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(C) the proposed type of Ancillary Facility to be denominated in Dollars in a minimum provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of $25,000the Ancillary Facility and, in the case of a commercial Letter Multi-account Overdraft, its Designated Gross Amount and its Designated Net Amount;
(F) the proposed currency of Credit, or $50,000, the Ancillary Facility (if not denominated in the case of Base Currency); and
(G) whether the proposed Ancillary Commitment is to be provided under a standby Letter of Credit (Revolving Facility or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender an Uncommitted Accordion Revolving Facility; and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) An Ancillary Facility or Fronted Ancillary Facility shall not be made available unless, not later than 3 Business Days (or such shorter period as the L/C Obligations would exceed Facility Agent may agree) prior to the L/C Sublimit Ancillary Commencement Date for an Ancillary Facility or (b) the Revolving Credit Outstandings would exceed Fronted Ancillary Commencement Date for a Fronted Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Facility Agent has received from the Company:
(i) be denominated a notice in Dollars in a minimum amount writing requesting the establishment of $25,000, in an Ancillary Facility or Fronted Ancillary Facility (as the case may be) and specifying:
(A) the proposed Revolving Facility Borrower(s) (or Affiliate(s) of a commercial Letter of Credit, Revolving Facility Borrower) which may use the Ancillary Facility or $50,000, in Fronted Ancillary Facility (as the case may be);
(B) the proposed Ancillary Commencement Date or Fronted Ancillary Commencement Date (as the case may be) and expiry date of a standby Letter the Ancillary Facility or Fronted Ancillary Facility (as the case may be);
(C) the proposed type of Credit Ancillary Facility or Fronted Ancillary Facility (as the case may be) to be provided;
(D) the proposed Ancillary Lender or such lesser amount as agreed to by the applicable Issuing proposed Fronting Ancillary Lender and the Administrative Agent), each Fronted Ancillary Lender (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in as the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Creditmay be), in each case as set forth being a Lender under the Revolving Facility;
(E) the Ancillary Commitment to apply to the Ancillary Facility or Fronting Ancillary Commitment and Fronted Ancillary Commitments to apply to the Fronted Ancillary Facility;
(F) the maximum amount of the Ancillary Facility or Fronted Ancillary Facility (if not denominated in the Letter of Credit Application or as determined by the applicable Issuing Lender Base Currency) and, if the Ancillary Facility or Fronted Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the "Designated Gross Amount") and its maximum net amount (that amount being the "Designated Net Amount"); and
(G) the proposed currency of the Ancillary Facility or Fronted Ancillary Facility;
(ii) a copy of the proposed Ancillary Document or Fronted Ancillary Document (as the case may be); and
(iii) any other information which the Facility Agent may reasonably request in connection with the Ancillary Facility or Fronted Ancillary Facility.
(b) The Facility Agent shall promptly notify each Lender under the Revolving Facility upon receipt of any such notice.
(c) Subject to compliance with paragraph (a) above and the proposed Ancillary Lender having notified the Facility Agent prior to the extent not inconsistent therewithAncillary Commencement Date that it agrees to make available that Ancillary Facility, the laws Ancillary Lender identified in the notice delivered pursuant to paragraph (a) above shall become an Ancillary Lender and authorised to make available the proposed Ancillary Facility available with effect from the Ancillary Commencement Date.
(d) Subject to compliance with paragraph (a) above and the proposed Fronting Ancillary Lender and each Fronted Ancillary Lender having notified the Facility Agent prior to the Fronted Ancillary Commencement Date that they agree to make available that Fronted Ancillary Facility, the Fronting Ancillary Lender identified in the notice delivered pursuant to paragraph (a) above shall become a Fronting Ancillary Lender authorised to make available the proposed Fronted Ancillary Facility with effect from the Fronted Ancillary Commencement Date.
(e) The Facility Agent shall promptly notify the Company and the Lenders of the State establishment of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if an Ancillary Facility or Fronted Ancillary (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having as the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requirescase may be).
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed the L/C Sublimit Parent and a Revolving Facility Lender agree and except as otherwise provided in this Agreement, that Revolving Facility Lender may provide all or part of its Revolving Facility Commitment as an Ancillary Facility.
(b) An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Parent:
(i) a notice in writing of the establishment of an Ancillary Facility and specifying:
(A) the proposed Borrower(s) which may use the Ancillary Facility;
(B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(C) the proposed type of Ancillary Facility to be denominated in Dollars in a minimum provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of $25,000the Ancillary Facility and, in the case of a commercial Letter Multi-account Overdraft, its Designated Gross Amount and its Designated Net Amount; and
(F) the proposed currency of Credit, or $50,000, the Ancillary Facility (if not denominated in the case of a standby Letter of Credit Base Currency); and
(or such lesser amount as agreed to by ii) any other information which the applicable Issuing Agent may reasonably request in connection with the Ancillary Facility.
(c) The Agent shall promptly notify the Ancillary Lender and the Administrative Agent), other Lenders of the establishment of an Ancillary Facility.
(d) Subject to compliance with clause 7.2(b):
(i) the Revolving Facility Lender concerned will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall Ancillary Facility will be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.available,
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) A Borrower (or the L/C Obligations would exceed Parent on its behalf) and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and of Clause 39.5 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Parent:
(i) be denominated a notice in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms writing of the Letter establishment of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date an Ancillary Facility and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment the proposed Borrower(s) (or decree Affliate(s) of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive a Borrower) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions set forth proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and
(F) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfied. References herein to “issue” the Base Currency); and
(ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility.
(iii) The Agent shall promptly notify the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility.
(iv) No amendment or modifications waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Clause 9 (Ancillary Facilities)). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(c) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Parent and the Ancillary Lender.
Appears in 1 contract
Samples: Super Senior Revolving Credit Facilities Agreement (Atento S.A.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed the L/C Sublimit Company and a Lender agree and subject as provided below, that Lender may provide an Ancillary Facility on a bi-lateral basis to a Borrower in place of all or part of that Lender’s Revolving Credit Commitment.
(b) An Ancillary Facility may not be made available unless the Revolving Credit Outstandings would exceed Company has notified the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit Facility Agent by not less than 5 Business Days’ notice (or such lesser amount period as agreed to by the applicable Issuing Lender Facility Agent may agree) and the Administrative Agent), Facility Agent has received:
(iii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if notice specifying:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as members of the Closing Date Group (being Borrowers) which may use the Ancillary Facility;
(B) the start and that such Issuing Lender in good xxxxx xxxxx material to it, or expiry dates of the Ancillary Facility;
(C) the conditions set forth type of Ancillary Facility being provided;
(D) the Ancillary Lender; and
(E) the applicable Ancillary Commitment;
(ii) a copy of the Ancillary Facility Document; and
(iii) any other information which the Facility Agent may reasonably require in Section 6.2 are not satisfied. References herein connection with the Ancillary Facility.
(c) Subject to “issue” compliance with paragraph (b) above, then:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
(d) The Facility Agent must promptly notify the other Lenders.
Appears in 1 contract
Availability. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance Clause 5.5 (Limitations on the agreements of the Revolving Credit Lenders set forth in Section 3.4(aUtilisations), agrees to issue standby or commercial Letters of Credit if the Company and a Lender agree and except as otherwise provided in an aggregate amount not to exceed its L/C Commitment for this Agreement, the account of the Borrower orLender may, subject to Section 3.9the limitation in Clause 7.1 (Type of Facility), any Restricted Subsidiary thereof, Letters provide all or part of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form its Commitment as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or an Ancillary Facility.
(b) An Ancillary Facility shall not be made available unless, not later than 5 Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Company:
(i) a notice in writing of the establishment of an Ancillary Facility and specifying:
(A) the Company or Affiliate of the Company which may use the Ancillary Facility;
(B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(C) the proposed type of Ancillary Facility to be denominated in Dollars in a minimum provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of $25,000the Ancillary Facility and, in the case of a commercial Letter Multi-account Overdraft, its Designated Gross Amount and its Designated Net Amount; and
(F) the proposed currency of Credit, or $50,000, the Ancillary Facility (if not denominated in the case of a standby Letter of Credit Base Currency); and
(or such lesser amount as agreed to by ii) any other information which the applicable Issuing Agent may reasonably request in connection with the Ancillary Facility.
(c) The Agent shall promptly notify the Ancillary Lender and the Administrative Agent), other Lenders of the establishment of an Ancillary Facility.
(d) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined agreed by the applicable Issuing Lender and, to Company and the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If KDG and a Lender agree and subject as provided below, that Lender may provide an Ancillary Facility on a bilateral basis to KDVS in place of all or part of that Lender’s B Facility Commitment. The aggregate Ancillary Commitments of the L/C Obligations would Lenders shall not at any time exceed the L/C Sublimit or €150,000,000.
(b) An Ancillary Facility may not be made available unless the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit Facility Agent has received from KDG not less than 10 Business Days (or such lesser amount period as agreed the Facility Agent may agree) prior to the proposed start date for that Ancillary Facility:
(i) a notice in writing requesting the establishment of an Ancillary Facility by the applicable Issuing Lender conversion of any Lender’s undrawn B Facility Commitment (or part of that Commitment) into an Ancillary Commitment and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as start date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(B) the type of Ancillary Facility being provided;
(C) the conditions set forth identity of the Ancillary Lender; and
(D) the applicable Ancillary Commitment (which must be in Section 6.2 are not satisfied. References herein to “issue” euros) and derivations thereof with respect to Letters the net limit of Credit shall also include extensions or modifications the Ancillary Outstandings and the gross limit applicable thereto;
(ii) a copy of any outstanding Letters relevant Ancillary Facility Documents; and
(iii) any other information which the Facility Agent may reasonably require in connection with the Ancillary Facility.
(c) Unless the Facility Agent (acting reasonably) objects to the establishment of Creditthe Ancillary Facility because it does not comply with the provisions of Clause 6.2 (Terms of Ancillary Facilities), then:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by KDG and the Ancillary Lender.
(d) The Facility Agent must promptly notify the other Lenders of the matters referred to in paragraph (b) above.
(e) No amendment or waiver of a term of an Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment or waiver of or under this Agreement (including, for the context otherwise requiresavoidance of doubt, under this Clause) in which case the provisions of this Agreement with regard to amendments and waivers will apply.
Appears in 1 contract
Samples: Senior Credit Agreement (Kabel Deutschland Vertrieb Und Service GmbH & Co. KG)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Company and a Lender agree and except as otherwise provided in this Agreement, that Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Revolving Facility Commitment or unutilised Uncommitted Accordion Revolving Facility Commitment (which shall (except for the L/C Sublimit or purposes of determining the Majority Lenders and of clause 40.4 (Deemed consent)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than 14 days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Company:
(i) be denominated a notice in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms writing of the Letter establishment of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date an Ancillary Facility and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment the proposed Borrower(s) (under the Revolving Facility or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive the relevant Uncommitted Accordion Revolving Facility (whether or not having as applicable)) which may use the force of lawAncillary Facility;
(B) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions set forth proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being Designated Gross Amount) and its maximum net amount (that amount being Designated Net Amount);
(F) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfied. References herein the Base Currency); and
(G) whether the proposed Ancillary Commitment is to “issue” be provided under a Revolving Facility or an Uncommitted Accordion Revolving Facility; and
(ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility.
(c) The Agent shall promptly notify the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility and whether it is established under a Revolving Facility or modifications an Uncommitted Accordion Revolving Facility.
(i) No amendment or waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(ii) The Company shall notify the Agent and provide details of any material amendment or waiver of a term of any Ancillary Facility which does not require the consent of any other Finance Party, no later than 14 days prior to the date of such amendment or waiver.
(e) Subject to compliance with clause 7.2(b):
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.
(f) As at the Third Restatement Date, the only Ancillary Facilities provided are under the Revolving Facility.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) If the European Borrower or any other Ancillary Borrower and a Lender agree and except as otherwise provided in this Agreement, such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilized European Revolving Commitment (which, except for the purposes of determining the Required Lenders and for the purpose of Section 2.23, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). NY\5627635.16
(ii) An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Ancillary Commencement Date for such Ancillary Facility, the Administrative Agent has been notified in writing by the Borrower Representative that such Ancillary Facility has been established and specifying (1) the proposed Ancillary Commencement Date and expiration date of the Ancillary Facility; (2) the proposed type of Ancillary Facility to be provided; (3) the proposed Ancillary Lender and Ancillary Borrower; (4) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (5) the proposed currency of the Ancillary Facility (if not denominated in Dollars in a minimum amount of $25,000, in Euros).
(iii) The Administrative Agent shall promptly notify the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Ancillary Lender and the Administrative Agent)other Lenders of the establishment of an Ancillary Facility. Subject to compliance with clause (b)(ii) above, (iix) expire on a date no more than twelve months after the Lender concerned will become an Ancillary Lender and (y) the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to agreed by the terms of the Letter of Credit Application or other documentation acceptable to Borrower Representative, the applicable Issuing Ancillary Borrower and the Ancillary Lender), which date .
(iv) No amendment or waiver of a term of any Ancillary Facility shall be no later require the consent of any Lender other than the Letter relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of Credit Expiration Date and or under this Agreement (iii) be subject to including, for the Uniform Customsavoidance of doubt, in the case of under this Section 2.26). In such a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewithcase, the laws provisions of the State of New York. No Issuing Lender shall at any time be obligated this Agreement with regard to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date amendments and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requireswaivers will apply.
Appears in 1 contract
Availability. Subject Amounts available for borrowing under the Tranche A ------------ Facility shall be limited each month to a "Borrowing Base" to be calculated in the same manner as provided in the Existing DIP Facility. Amounts under the Tranche B Facility will be available only upon the consent of Required DIP Lenders, in their sole discretion. At the time such consent is given, Required DIP Lenders may, in their sole discretion, prescribe additional limitations on the aggregate amount which may be borrowed under the Tranche B Facility, the times such borrowings may be made and the other terms and conditions hereof, each Issuing Lender, in reliance on relating to the agreements availability of the Revolving Credit Lenders set forth Tranche B Facility. Purpose/Use of Proceeds: To finance the Borrowers' litigation expenses, ----------------------- working capital needs and other general corporate purposes more specifically identified in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time cash plan delivered by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect Borrowers on or prior to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to Effective Date and updated periodically by the applicable Issuing Lender and Borrowers (as so updated, the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender"Cash Plan"), which date updates shall be no later satisfactory in form and substance to Required DIP Lenders. Other than as described in the Letter preceding sentence, proceeds shall not be used for any purposes for which the proceeds of Credit Expiration Date and (iii) be loans under the Existing DIP Facility could not have been used. Stated Maturity Date: 1 year from the Effective Date; provided that, -------------------- subject to the Uniform Customs, in the case remainder of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewiththis paragraph, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender Stated Maturity Date with respect to letters each DIP Lender's loans and commitments shall be extended to the date which is one year from the original Stated Maturity Date unless DIP Lenders holding 25% or more of the total credit generally exposure under the DIP Facility notify the Administrative Agent and the Borrowers at least 45 days prior to the first such Stated Maturity Date that such DIP Lenders elect not to extend their loans and commitments. In any event, if one or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is more DIP Lenders elects not otherwise compensated) not in effect on to extend its loans and commitments beyond the Closing original Stated Maturity Date, or any unreimbursed lossthe Administrative Agent shall notify each DIP Lender promptly of such election, cost or expense and each DIP Lender which has not theretofore made such election shall be entitled to make such election by notifying the Administrative Agent and the Borrowers at least 30 days prior to the first such Stated Maturity Date. Any DIP Lender that was has so notified the Administrative Agent and the Borrowers of its election not applicable, in effect or known to such Issuing Lender as extend shall not be required to extend its loans and commitments. In the event fewer than 25% of the Closing Date DIP Lenders elect not to extend their loans and that such Issuing Lender in good xxxxx xxxxx material commitments on or prior to itthe date which is 30 days prior to the first Stated Maturity Date, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” commitments and derivations thereof with respect to Letters of Credit shall also include extensions or modifications loans of any outstanding Letters DIP Lender not giving such notice of Credit, unless such election shall be automatically extended to the context otherwise requireslater Stated Maturity Date. Any loans of any DIP Lender not giving such notice of such election shall be automatically extended to the later Stated Maturity Date.
Appears in 1 contract
Samples: Debtor in Possession Credit Agreement (Vencor Inc /New/)
Availability. Subject to (1) Each Term Loan Lender individually, and not jointly and severally, agrees, on the terms and conditions hereofof this Agreement, each Issuing to make Accommodations ratably to the Borrower in accordance with such Lender’s Term Loan Commitment, and as contemplated in Section 3.01.
(2) Accommodations under the Term Loan Facility shall be made available as ABR Advances and LIBOR Advances on the terms set forth herein.
(3) The failure of any Lender to make an Accommodation shall not relieve any other Lender of its obligation, if any, in reliance on connection with any such Accommodation, but no Lender is responsible for any other Lender’s failure in respect of such Accommodation.
(4) The Borrower shall have the agreements right, but not the obligation, at any time prior to the maturity of the Revolving Credit Lenders set forth in Section 3.4(a)Term Loan Facility, agrees to issue standby increase the Commitments and Term Loan Advances under the Term Loan Facility or commercial Letters create a new tranche of Credit Term Loan Advances in an aggregate amount not to exceed its L/C Commitment %5. U.S. $250,000,000 plus %5. additional amounts so long as, in the case of this clause (ii), the Consolidated Senior Secured Net Leverage Ratio (determined on a pro forma basis (A) giving effect to the incurrence of such Debt and any Debt which would constitute Consolidated Net Debt for Borrowed Money that has been incurred, prepaid or repaid since the account end of the Borrower ormost recent Measurement Period for which financial statements are available (assuming such Commitments or Term Loan Advances are fully drawn but excluding any proceeds thereof from Unrestricted Cash) and (B) excluding, subject to Section 3.9in the calculation of such Consolidated Senior Secured Net Leverage Ratio, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day Debt concurrently incurred under the foregoing clause (i) from the Closing Date up to but Consolidated Net Debt for Borrowed Money) would not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lenderexceed 2.75:1.00 (an “Incremental Term Facility”); provided that the Borrower, in its sole discretion, may reclassify any Debt incurred under the foregoing clause (i) as having been incurred under the foregoing clause (ii) subject to compliance, at the time of such reclassification, with the requirements of such clause (ii); provided further that:
(a) No Event of Default exists or would exist after giving effect thereto (except in the case of an Incremental Term Facility used to finance a Permitted Acquisition, in which circumstances, no Issuing Lender Default or Event of Default under Section 7.01(1)(a), Section 7.01(1)(b) or Section 7.01(1)(l) exists or would exist after giving effect thereto) and all applicable representations and warranties pursuant to Article 5 shall issue any Letter be true and correct in all material respects on the date of Credit ifthe funding thereof (except in the case of an Incremental Term Facility used to finance a Permitted Acquisition, in which circumstances, the Specified Representations shall be true and correct in all material respects;
(b) Open Text will be in compliance on a pro forma basis with the financial covenant in Section 6.03 after giving effect to such issuance, Incremental Term Facility (aassuming the Commitments thereunder are fully drawn);
(c) Advances and Commitments made by way of an increase to the L/C Obligations would exceed Term Loan Commitment shall be on terms (including currency and Effective Yield) and conditions identical to those applicable to the L/C Sublimit or then-existing Term Loan Facility;
(bd) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case In regard to Advances and Commitments made by way of a commercial Letter new tranche of CreditTerm Loan Advances, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by Effective Yield for the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date Incremental Term Facility shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the Borrower and the Lenders of the Incremental Term Facility; provided that in the event that the Effective Yield for any Incremental Term Facility incurred during the first 18 months following the Closing Date is greater than the Effective Yield for the Term Loan Facility, then the Effective Yield for the Term Loan Facility shall be increased to the extent necessary so that the Effective Yield for such Incremental Term Facility is not more than 50 basis points higher than the Effective Yield for the Term Loan Facility unless the Applicable Margins for the Term Loan Facility are increased by an amount equal to the difference between the Effective Yield for such Incremental Term Loan and the corresponding Effective Yield for the Term Loan Facility minus 50 basis points; provided further, that such Advances and Commitments shall be on terms and conditions otherwise substantially similar to those applicable Issuing Lender to the then-existing Term Loan Facility and, to the extent not inconsistent therewithso substantially similar with the then-existing Term Loan Facility, shall be reasonably satisfactory to the laws of Administrative Agent;
(e) Such increased amounts will be provided by the State of New York. No Issuing existing Lenders or new financial institutions that become Lenders under the Incremental Term Facility (such new financial institutions to be reasonably satisfactory to the Administrative Agent), provided that no existing Lender shall at any time will be obligated to issue provide any Letter such Incremental Term Facility;
(f) The Incremental Term Loans will not in any event have a maturity date that is earlier than the Term Loan Repayment Date or a weighted average life to maturity shorter than the weighted average life to maturity of Credit hereunder if the then-existing Term Loan Facility; and
(Ag) any orderThe Administrative Agent shall have received such other corporate authorizations, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditopinions, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having documents as the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAdministrative Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If a Borrower and a Facility C Lender agree and except as otherwise provided in this agreement, a Facility C Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Facility C Lender's unutilised Commitment under Facility C (which shall (except for the L/C Obligations would exceed purpose of calculating line fees under clause 8.2 and determining the L/C Sublimit or Majority Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than two Business Days prior to the Revolving Credit Outstandings would exceed proposed commencement date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Facility Agent has received from the relevant Borrower;
(i) be denominated a notice in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if writing specifying:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive the proposed Borrower(s) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed commencement date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions set forth proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount and its maximum net amount; and
(E) the proposed currency of the Ancillary Facility;
(ii) a copy of the proposed Ancillary Document; and
(iii) any other information which the Facility Agent may reasonably request in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof connection with respect to Letters the Ancillary Facility.
(c) No amendment or waiver of Credit shall also include extensions or modifications a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Facility C Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this agreement (including, unless for the context otherwise requiresavoidance of doubt, under this clause). In such a case, the provisions of this agreement with regard to amendments and waivers will apply.
(d) Subject to compliance with paragraph (b) above the Ancillary Facility will be available with effect from the date agreed by the relevant Borrower and the relevant Facility C Lender.
Appears in 1 contract
Availability. Subject to the terms and conditions of this Agreement, the applicable Specified A/C Lenders severally agree to make Specified A/C Loans in the applicable Specified Alternative Currency to the Borrower from time to time from the Closing Date through the Credit Facility Termination Date as requested by the Borrower in accordance with the terms of Section 2.5; provided, that (a) the Dollar Amount of the aggregate principal amount of all outstanding Specified A/C Loans in such Specified Alternative Currency (after giving effect to any amount requested) shall not exceed the lesser of (i) the Aggregate Commitment less the sum of the Dollar Amount of the aggregate principal amount of all outstanding Revolving Credit Loans less the sum of the Dollar Amount of the aggregate principal amount of all outstanding Competitive Bid Loans, Swingline Loans and L/C Obligations and (ii) the applicable Specified A/C Aggregate Commitment, (b) the sum of (i) the Dollar Amount of the aggregate principal amount of all outstanding Specified A/C Loans and (ii) the Dollar Amount of the aggregate principal amount of all outstanding Revolving Credit Loans made in an Alternative Currency (other than a Specified Alternative Currency) shall not exceed the Alternative Currency Commitment and (c) the Dollar Amount of the aggregate principal amount of all outstanding Specified A/C Loans in such Specified Alternative Currency from any applicable Specified A/C Lender to the Borrower shall not at any time exceed such Lender's Specified A/C Commitment for such Specified Alternative Currency. Each Specified A/C Loan by a Specified A/C Lender shall be in a principal amount equal to such Specified A/C Lender's applicable Specified A/C Commitment Percentage of the aggregate principal amount of the applicable Specified A/C Loans requested on such occasion. Specified A/C Loans shall be funded in an amount equal to the Alternative Currency Amount of such Specified A/C Loan. Subject to the terms and conditions hereof, each Issuing Lenderthe Borrower may borrow, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its Lrepay and reborrow Specified A/C Commitment for Loans hereunder until the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Facility Termination Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Parent and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit Lender may provide all or part of its Revolving Facility Commitment as an Ancillary Facility.
(b) An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Parent:
(i) a notice in writing of the establishment of an Ancillary Facility and specifying:
(A) the proposed Borrower(s) (or Affiliates of a Borrower) which may use the Ancillary Facility;
(B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(C) the proposed type of Ancillary Facility to be denominated in Dollars in a minimum provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of $25,000the Ancillary Facility and, in the case of a commercial Letter Multi-account Overdraft, its Designated Gross Amount and its Designated Net Amount; and
(F) the proposed currency of Credit, or $50,000, the Ancillary Facility; and
(ii) any other information which the Agent may reasonably request in connection with the case of a standby Letter of Credit Ancillary Facility.
(or such lesser amount as agreed to by c) The Agent shall promptly notify the applicable Issuing Ancillary Lender and the Administrative Agent), other Lenders of the establishment of an Ancillary Facility.
(d) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined agreed by the applicable Issuing Lender and, to Parent and the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
Appears in 1 contract
Samples: Senior Facilities Agreement
Availability. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance Clause 5.5 (Limitations on the agreements of the Revolving Credit Lenders set forth in Section 3.4(aUtilisations), agrees to issue standby or commercial Letters of Credit if the Company and a Lender agree and except as otherwise provided in an aggregate amount not to exceed its L/C Commitment for this Agreement, the account of the Borrower orLender may, subject to Section 3.9the limitation in Clause 7.1 (Type of Facility), any Restricted Subsidiary thereof, Letters provide all or part of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form its Commitment as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or an Ancillary Facility.
(b) An Ancillary Facility shall not be made available unless, not later than 5 Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Company:
(i) a notice in writing of the establishment of an Ancillary Facility and specifying:
(A) the Company or Affiliate of the Company which may use the Ancillary Facility;
(B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(C) the proposed type of Ancillary Facility to be denominated in Dollars in a minimum provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of $25,000the Ancillary Facility and, in the case of a commercial Letter Multi- account Overdraft, its Designated Gross Amount and its Designated Net Amount; and
(F) the proposed currency of Credit, or $50,000, the Ancillary Facility (if not denominated in the case of a standby Letter of Credit Base Currency); and
(or such lesser amount as agreed to by ii) any other information which the applicable Issuing Agent may reasonably request in connection with the Ancillary Facility.
(c) The Agent shall promptly notify the Ancillary Lender and the Administrative Agent), other Lenders of the establishment of an Ancillary Facility.
(d) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined agreed by the applicable Issuing Lender and, to Company and the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
Appears in 1 contract
Samples: Facility Agreement
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Parent and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender's unutilised Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and of Clause 42.4 (Replacement of Lenders)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than 5 Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Parent:
(i) a notice in writing requesting the establishment of an Ancillary Facility and specifying:
(1) the proposed Borrower(s) which may use the Ancillary Facility;
(2) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(3) the proposed type of Ancillary Facility to be provided;
(4) the proposed Ancillary Lender;
(5) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account the maximum gross amount (that amount being the "Designated Gross Amount") and its maximum net amount (that amount being the "Designated Net Amount"); and
(6) the proposed currency of the Ancillary Facility (if not denominated in Dollars the Base Currency);
(ii) a copy of the proposed Ancillary Document; and
(iii) any other information which the Agent may reasonably request in a minimum amount of $25,000connection with the Ancillary Facility. The Agent shall promptly notify the Parent, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Ancillary Lender and the Administrative Agentother Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(c) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined agreed by the applicable Issuing Lender and, to Parent and the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
Appears in 1 contract
Samples: Senior Term and Revolving Facilities Agreement (Inspired Entertainment, Inc.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed relevant Borrower and the L/C Sublimit or Ancillary Lender agree and except as otherwise provided in this Agreement, the Ancillary Lender may provide an Ancillary Facility on a bilateral basis in place of part of that Ancillary Lender’s unutilised Facility A Commitment be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than 5 Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the relevant Borrower:
(i) be denominated a notice in Dollars in a minimum amount writing of $25,000, the establishment of an Ancillary Facility substantially in the case form set out in Schedule 8 (Form of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender Ancillary Facility Notice) and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment the proposed Borrower(s) (or decree Affiliates of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive a Borrower) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions set forth proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and
(F) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfiedthe Base Currency); and
(ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. References herein to “issue” The Agent shall promptly notify the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility. No amendment or modifications waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(c) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the relevant Borrower, the Agent and the Ancillary Lender.
Appears in 1 contract
Samples: Revolving Facilities Agreement (Molson Coors Brewing Co)
Availability. Subject The Loan Proceeds will be made available to Borrower provided that the terms and applicable conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(aArticle 11 hereof are satisfied and until the Maturity Date (“Availability Period”). Unless otherwise agreed, agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may Loan Proceeds will be issued made available on any Business Day from during the Closing Date up Availability Period by wire transfer of immediately available funds in accordance with written wire transfer instructions to but not including the Letter of Credit Expiration Date in such be furnished by Borrower on a form as may be approved from time to time supplied by Agent. Any request by the applicable Issuing Lender; provided Borrower for Loan Proceeds hereunder must be given by the Borrower in accordance with Section 11.2.1 not later than 11:00 a.m. (Denver time) on the Business Day on which any proposed LIBOR Rate Loan and not later than 11:00 a.m. (Denver time) on the Business Day on which any proposed Base Rate Loan, is proposed to be made. Each request for Loan Proceeds hereunder shall be irrevocable and shall be deemed to be a representation by the Borrower that no Issuing Lender shall issue any Letter of Credit if, on the date the Loan Proceeds are requested and after giving effect to such issuance, (a) the L/C Obligations would exceed requested Loan Proceeds the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitmentapplicable conditions specified in Article 11 have been and will be satisfied. Each Letter request for Loan Proceeds hereunder, in addition to meeting the applicable requirements of Credit Section 4.2, shall specify (i) the requested date thereof, (ii) the aggregate amount of the Loan Proceeds to be denominated in Dollars made on such date, which shall be in a minimum amount of $25,000 and an integral multiple of $25,000, (iii) whether such Loan Proceeds are to be funded as a Base Rate Loans or LIBOR Rate Loans and (iv) in the case of a commercial Letter LIBOR Rate Loans, the duration of Creditthe initial Interest Period applicable thereto. Promptly upon receipt of such notice, the Agent shall advise each Syndication Party of the requested Loan Proceeds and of such Syndication Parties’ ratable share of such Loans. At or $50,000, in the case of a standby Letter of Credit before 1:00 p.m. (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (iiDenver time) expire on a date no more than twelve months after the date of issuance the requested Loan Proceeds, each relevant Syndication Party shall provide the Agent at the Agent’s principal office in Denver with immediately available funds covering such Syndication Parties’ Syndication Share of the requested Loans. Unless the Agent determines that any applicable condition specified in Article 11 has not been satisfied or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant waived, the Agent will make available to the terms Borrower at the Agent’s principal office in Denver, Colorado in immediately available funds not later than 2:30 p.m. (Denver time) on the date the Loan Proceeds are requested the amount of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, requested Loan Proceeds to the extent not inconsistent therewith, received by the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAgent.
Appears in 1 contract
Availability. Subject 8.2.1 If a Borrower and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised WC Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and of Clause 34.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
8.2.2 An Ancillary Facility shall not be made available unless, not later than three Business Days prior to the terms and conditions hereofAncillary Commencement Date for an Ancillary Facility, each Issuing Lender, the Initial ACF Agent has received from the relevant Borrower:
(i) a notice in reliance on the agreements writing of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters establishment of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, Ancillary Facility and specifying:
(a) the L/C Obligations would exceed proposed Ancillary Commencement Date and expiry date of the L/C Sublimit or Ancillary Facility;
(b) the Revolving Credit Outstandings would exceed proposed type of Ancillary Facility to be provided;
(c) the Revolving Credit Commitmentproposed Ancillary Lender; and
(d) the proposed Ancillary Commitment and the maximum amount of the Ancillary Facility; and
(ii) any other information which the Initial ACF Agent may reasonably request in connection with the Ancillary Facility. Each Letter The Initial ACF Agent shall promptly notify the Ancillary Lender and the other Lenders of Credit shall the establishment of an Ancillary Facility.
8.2.3 Subject to compliance with Clause 8.2.2:
(i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), concerned will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined agreed by the applicable Issuing Lender and, to relevant Borrower and the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Parent and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Revolving Facility Commitment (which shall (except for the purpose of determining the Majority Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than 10 Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Priority Agent has received from the Parent:
(i) be denominated a notice in Dollars in a minimum amount writing requesting the establishment of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender an Ancillary Facility and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive the proposed Borrower(s) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, Ancillary Facility (which must fall on or before the Termination Date);
(C) the conditions set forth proposed type of Ancillary Facility to be provided (which must comply with Clause 9.1 (Type of Facility));
(D) the proposed Ancillary Lender (which must be a Lender under the Revolving Facility);
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility (if not denominated in Section 6.2 are not satisfiedthe Base Currency) and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and
(F) the proposed currency of the Ancillary Facility;
(ii) a copy of the proposed Ancillary Document(s); and
(iii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. References herein to “issue” The Priority Agent shall promptly notify the Parent, the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility. No amendment or modifications waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(c) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Parent and the Ancillary Lender.
Appears in 1 contract
Samples: Term and Revolving Facilities Agreement (International Textile Group Inc)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a2.03(e), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the any Borrower or, subject to Section 3.92.03(k), any Restricted Subsidiary thereof, . Letters of Credit may be issued on any Business Day from the Closing Effective Date up to but not including five (5) Business Days prior to the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing LenderFacility Termination Date; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment, (b) the Outstanding Credit Exposure of such Issuing Lender would exceed such Issuing Lender’s Commitment at such time or (c) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit CommitmentSublimit. Each Letter of Credit shall (i) be denominated in (at the applicable Borrower’s election) Dollars or any Foreign Currency in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Facility Termination Date provided, further that a Letter of Credit Expiration may, upon the request of the applicable Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period beyond the date that is five (5) Business Days prior to the Facility Termination Date (it being understood that the Lenders shall automatically be released from their participation obligations with respect to any such Letter of Credit from and after the Facility Termination Date), and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined unless otherwise agreed by the applicable Issuing Lender and the applicable Borrower, be subject to ISP 98 and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Effective Date and that such Issuing Lender in good xxxxx xxxxx material to it, (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) the conditions set forth in Section 6.2 4.02 are not satisfiedsatisfied or (D) such Issuing Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested Foreign Currency, if applicable. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions extensions, increases or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Samples: Credit Agreement (Salesforce, Inc.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Company and a Lender agree and except as otherwise provided in this Agreement, that Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Revolving Facility Commitment or unutilised Uncommitted Accordion Revolving Facility Commitment (which shall (except for the L/C Sublimit or purposes of determining the Majority Lenders and of clause 40.4 (Deemed consent)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than 14 days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Company:
(i) be denominated a notice in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms writing of the Letter establishment of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date an Ancillary Facility and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment the proposed Borrower(s) (under the Revolving Facility or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive the relevant Uncommitted Accordion Revolving Facility (whether or not having as applicable)) which may use the force of lawAncillary Facility;
(B) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions set forth proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being Designated Gross Amount) and its maximum net amount (that amount being Designated Net Amount);
(F) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfied. References herein the Base Currency); and
(G) whether the proposed Ancillary Commitment is to “issue” be provided under a Revolving Facility or an Uncommitted Accordion Revolving Facility.
(ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility.
(c) The Agent shall promptly notify the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility and whether it is established under a Revolving Facility or modifications an Uncommitted Accordion Revolving Facility.
(i) No amendment or waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(ii) The Company shall notify the Agent and provide details of any material amendment or waiver of a term of any Ancillary Facility which does not require the consent of any other Finance Party, no later than 14 days prior to the date of such amendment or waiver.
(e) Subject to compliance with clause 7.2(b):
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.
(f) As at the Second Restatement Date, the only Ancillary Facilities provided are under the Revolving Facility.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Borrower and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit Lender may provide all or part of its Commitment as an Ancillary Facility.
(b) An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Borrower:
(i) a notice in writing of the establishment of an Ancillary Facility and specifying:
(A) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(B) the proposed type of Ancillary Facility to be denominated in Dollars in a minimum provided;
(C) the proposed Ancillary Lender;
(D) the proposed Ancillary Commitment, the maximum amount of $25,000the Ancillary Facility and, in the case of a commercial Letter Multi-account Overdraft its Designated Gross Amount and its Designated Net Amount; and
(E) the proposed currency of Creditthe Ancillary Facility, or $50,000, which must be US Dollars.
(ii) any other information which the Agent may reasonably request in connection with the case of a standby Letter of Credit Ancillary Facility.
(or such lesser amount as agreed to by c) The Agent shall promptly notify the applicable Issuing Ancillary Lender and the Administrative Agent), other Lenders of the establishment of an Ancillary Facility. LRXM/076001.00588/92345437.6Page 33
(d) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined agreed by the applicable Issuing Lender and, to Borrower and the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
Appears in 1 contract
Samples: Usd 75,000,000 Single Currency Revolving Facility Agreement (StoneX Group Inc.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Company and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit or Lender may provide an Ancillary Facility on a bilateral basis in place of part of that Lender's unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than 10 Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Company:
(i) be denominated a notice in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms writing of the Letter establishment of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date an Ancillary Facility and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment the proposed Borrower(s) (or decree Affiliate(s) of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive a Borrower) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions set forth proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the Designated Gross Amount) and its maximum net amount (that amount being the Designated Net Amount); and
(F) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfiedEUR); and
(ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. References herein to “issue” The Agent shall promptly notify the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility. No amendment or modifications waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(c) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.
Appears in 1 contract
Samples: Facility Agreement (Linde PLC)
Availability. Subject a) If the Company and a Lender agree and except as otherwise provided in this Agreement, that Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purpose of determining the Majority Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility, provided that each Ancillary Facility shall comply with all the terms of this Clause 7 unless otherwise set out below.
b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days prior to the terms and conditions hereofAncillary Commencement Date for an Ancillary Facility, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day Agent has received from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall Company:
(i) be denominated in Dollars in a minimum amount an Ancillary Facility Request requesting the establishment of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender an Ancillary Facility and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive the proposed Borrower(s) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or proposed Ancillary Lender;
(C) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(D) the proposed type of Ancillary Facility to be provided;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is a Multi-account Overdraft Facility, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and
(F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and
(ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility.
c) The maximum aggregate amount of all Ancillary Commitments shall not exceed EUR 350,000,000.
d) If the conditions set forth in Section 6.2 paragraph b) and c) are not satisfied. References herein , the Agent shall confirm to “issue” the Company and derivations thereof the Ancillary Lender that an Ancillary Facility may be established, and promptly thereafter notify the other Lenders of the establishment of an Ancillary Facility.
e) Subject to compliance with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Creditparagraph b) and c) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, unless with effect from the context otherwise requiresdate agreed by the Company and the Ancillary Lender.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed the L/C Sublimit Obligors’ Agent and a Lender agree, subject as provided below, such Lender may provide an Ancillary Facility on a bilateral basis to a Borrower in place of all or a part of that Lender’s unutilised Revolving Commitment and if paragraph (e) below applies, an amount in excess of its unutilised Revolving Commitment.
(b) the The aggregate all Lenders’ Ancillary Commitments together with all Fronted Revolving Credit Outstandings would Commitments may not exceed the Revolving Credit Commitment. Each Letter of Credit shall €85,000,000 (i) be and for this purpose any such Commitments not denominated in Dollars in Euros will be converted into Euros at the Facility Agent’s Spot Rate of Exchange).
(c) An Ancillary Facility or a minimum amount of $25,000, in Fronted Ancillary Facility as the case of a commercial Letter of Creditmay be, or $50,000, in shall not be made available unless the case of a standby Letter of Credit Facility Agent has first been provided with the notice and other information contemplated by Clause 8.3 (or such lesser amount as agreed to by Approval process).
(d) If the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to documentation governing the terms of the Letter proposed Ancillary Facility or Fronted Ancillary Facility as the case may be, is not substantially in a form which complies or otherwise conforms with the terms of Credit Application or other this Agreement, such documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customsapproval of the Facility Agent (such consent not to be unreasonably withheld or delayed), in such approval to be deemed to be given if the Facility Agent has not notified the Obligors’ Agent of its decision to provide consent or not within five Business Days of being provided with such documentation. If a proposed Ancillary Facility or Fronted Ancillary Facility as the case may be, is substantially in a form which complies or otherwise conforms with the terms of this Agreement or the Facility Agent approves (or is deemed to have approved) such documentation, then:
(i) the Lender concerned will become an Ancillary Lender or, subject also to paragraph (e) below, a commercial Letter of Credit, Fronting Ancillary Lender; and
(ii) the Ancillary Facility or ISP98, in Fronted Ancillary Facility as the case of a standby Letter of Creditmay be, in each case as set forth in will be available, with effect from the Letter of Credit Application or as determined date agreed by the applicable Issuing Obligors’ Agent and the Ancillary Lender or Fronting Ancillary Lender, as the case may be.
(e) If the Obligors’ Agent so requests and without prejudice to Clause 8.8 (Affiliates of Lenders as Ancillary Lenders or Fronting Ancillary Lenders), a Lender (each such Lender in this capacity a “Fronting Ancillary Lender”) agrees, such Lender may provide an ancillary facility (a “Fronted Ancillary Facility”) on a bilateral basis to a Borrower in respect of the Euro Revolving Commitments or Sterling Revolving Commitments (as applicable) of the other Lenders (together “Fronted Ancillary Lenders”) provided that:
(i) each Fronted Ancillary Facility shall comply with all the terms of this Clause 8 (Ancillary Facilities) unless otherwise set out below; and,
(ii) each Fronted Ancillary Facility may only be made in relation to the extent not inconsistent therewithprovision of overdraft loans, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any ordercash advances, judgment guarantee, bonding, documentary or decree of any Governmental Authority or arbitrator shall stand-by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters letter of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect facilities to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresrelevant Borrower.
Appears in 1 contract
Availability. Subject to the terms and conditions hereofof this Agreement and the other Loan Documents, each Issuing Lenderincluding, without limitation, Section 5.2(e) and Section 5.2(f) of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), the Issuing Lender agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Outstanding Amount of all L/C Obligations would exceed the L/C Sublimit or Commitment; (b) the Revolving Credit Total Outstandings would exceed the Revolving aggregate Commitments; and (c) the Total Credit Exposure of any Lender would exceed such Lender’s Commitment. Each Letter of Credit shall (i) be denominated in Dollars or in an Alternative Currency in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)Lender, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Samples: Credit Agreement (OMNICELL, Inc)
Availability. Subject to (i) If the terms Borrower Representative and conditions hereofa Lender agree and except as otherwise provided herein, each Issuing the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unused Revolving Credit Commitment (which shall (except for the purposes of determining the Required Lenders, in reliance on the agreements of the Required Revolving Lenders, Revolving Credit Lenders set forth in and of Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate 10.05) be reduced by the amount not to exceed its L/C Commitment for the account of the Ancillary Commitment under that Ancillary Facility).
(ii) An Ancillary Facility shall not be made available unless at least five Business Days prior to the Ancillary Commencement Date for that Ancillary Facility, the Administrative Agent has received from the Borrower Representative a notice in writing of the establishment of that Ancillary Facility and specifying: (A) the Revolving Borrower(s) (or, subject to Section 3.92.19(i), any Restricted Subsidiary thereof, Letters Affiliate(s) of Credit a Revolving Borrower) which may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; use that Ancillary Facility provided that no Issuing Lender Subsidiary incorporated or established in the Federal Republic of Germany shall issue be a Borrower in respect of an Ancillary Facility which is provided in place of all or part of any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Lender’s unused U.S. Revolving Credit Commitment. Each Letter of Credit shall ; (iB) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender Ancillary Commencement Date and the Administrative Agent), (ii) expire on a date no more than twelve months after the expiry date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility; (C) the conditions set forth type or types of Ancillary Facility to be provided, including whether such Ancillary Facility will be an Umbrella Ancillary Facility with Local Facilities pursuant to Section 2.19(n); (D) the Ancillary Lender (and any Umbrella Ancillary Local Lender(s), if any); (E) the amount of the Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the currency or currencies of that Ancillary Facility (if not denominated in Section 6.2 are not satisfied. References herein Dollars, Euros or Sterling), without prejudice to “issue” and derivations thereof with respect the rights of the Administrative Agent to Letters so request, any other information which the Administrative Agent may reasonably request in relation to that Ancillary Facility.
(iii) The Administrative Agent shall promptly notify each Revolving Lender of Credit shall also include extensions the establishment of an Ancillary Facility.
(iv) No amendment or modifications waiver of any outstanding Letters term of Creditan Ancillary Facility shall require the consent of any Lender other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this clause (iv)). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(v) Subject to compliance with clause (ii) above, (A) the Lender concerned will become an Ancillary Lender; and (B) the Ancillary Facility will be available, with effect from the date agreed by the Borrower Representative and the Ancillary Lender.
Appears in 1 contract
Availability. Subject to (a) If the terms Parent and conditions hereofa Lender agree and except as otherwise provided in this Agreement, each Issuing the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender, in reliance on ’s unutilised Commitment (which shall (except for the agreements purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 41.4 (Replacement of Lender)) be reduced by the amount of the Revolving Credit Lenders set forth in Section 3.4(aAncillary Commitment under that Ancillary Facility), agrees to issue standby or commercial Letters of Credit in an aggregate amount .
(b) An Ancillary Facility shall not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from made available after the Closing Date up unless, not later than five Business Days prior to but not including the Letter of Credit Expiration Ancillary Commencement Date in such form as may be approved for an Ancillary Facility, the Agent has received from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall Parent:
(i) be denominated a notice in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms writing of the Letter establishment of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date an Ancillary Facility and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment the proposed Borrower(s) (or decree Affiliates of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive a Borrower) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions set forth proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and
(F) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfiedthe Base Currency); and
(ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. References herein to “issue” The Agent shall promptly notify the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility. No amendment or modifications waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Clause 9.2). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(c) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Parent and the Ancillary Lender.
Appears in 1 contract
Samples: Super Senior Revolving Facility Agreement (Orion Engineered Carbons S.a r.l.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Company and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit Lender may provide all or part of its Revolving Facility Commitment as an Ancillary Facility.
(b) An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Company:
(i) a notice in writing requesting the establishment of an Ancillary Facility and specifying:
(A) the proposed Borrower(s) (or Affiliate of a Borrower) which may use the Ancillary Facility;
(B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(C) the proposed type of Ancillary Facility to be denominated in Dollars in a minimum provided;
(D) the proposed Ancillary Lender; and
(E) the proposed Ancillary Commitment, the maximum amount of $25,000the Ancillary Facility and, in the case of a commercial Letter of CreditMulti-account Overdraft, or $50,000its Designated Gross Amount and its Designated Net Amount; and
(ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility.
(c) The Agent shall promptly notify the Company, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Ancillary Lender and the Administrative Agent), other Lenders of the establishment of an Ancillary Facility.
(d) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined agreed by the applicable Issuing Lender and, to Company and the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
Appears in 1 contract
Samples: Senior Facilities Agreement
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Borrower and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit Lender may provide all or part of its Commitment as an Ancillary Facility.
(b) An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Borrower:
(i) a notice in writing of the establishment of an Ancillary Facility and specifying:
(A) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(B) the proposed type of Ancillary Facility to be denominated in Dollars in a minimum provided;
(C) the proposed Ancillary Lender;
(D) the proposed Ancillary Commitment, the maximum amount of $25,000the Ancillary Facility and, in the case of a commercial Letter Multi-account Overdraft its Designated Gross Amount and its Designated Net Amount; and
(E) the proposed currency of Creditthe Ancillary Facility, or $50,000, which must be US Dollars.
(ii) any other information which the Agent may reasonably request in connection with the case of a standby Letter of Credit Ancillary Facility.
(or such lesser amount as agreed to by c) The Agent shall promptly notify the applicable Issuing Ancillary Lender and the Administrative Agent), other Lenders of the establishment of an Ancillary Facility. APJ/076001.00588/98366820.7Page 33
(d) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined agreed by the applicable Issuing Lender and, to Borrower and the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
Appears in 1 contract
Samples: Single Currency Revolving Facility Agreement (StoneX Group Inc.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Company and a Lender agree and except as otherwise provided in this agreement, the L/C Sublimit Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purpose of determining the Majority Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility (other than the Revolving Credit Outstandings would exceed Existing Ancillary Facility) shall not be made available unless, not later than 20 Business Days prior to the Revolving Credit Commitment. Each Letter of Credit shall Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company:
(i) be denominated a notice in Dollars in a minimum amount writing requesting the establishment of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender an Ancillary Facility and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment the proposed Borrower(s) (or decree Affiliate of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive a Borrower) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions set forth proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility (if not denominated in Section 6.2 are the Base Currency); and
(F) the proposed currency of the Ancillary Facility (if not satisfied. References herein to “issue” denominated in the Base Currency);
(ii) a copy of the proposed Ancillary Document; and
(iii) any other information which the Agent may reasonably request in connection with the Ancillary Facility.
(c) The Agent shall promptly notify the Company, the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility (other than the Existing Ancillary Facility).
(d) No amendment or modifications waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this agreement (including, unless for the context otherwise requiresavoidance of doubt, under this clause). In such a case, the provisions of this agreement with regard to amendments and waivers will apply.
(e) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.
(f) JPMorgan Chase Bank, N.
A. is an Ancillary Lender in respect of the Existing Ancillary Facility on the date of this Agreement with an Ancillary Commitment of £56,666,666.67.
Appears in 1 contract
Samples: Multicurrency Revolving Facility Agreement (Reuters Group PLC /Adr/)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Company and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit Lender (or, in accordance with Clause 7.7 (Affiliates of Lenders as Ancillary Lenders), one of its Affiliates) may provide all or part of its Revolving Facility Commitment as an Ancillary Facility.
(b) An Ancillary Facility shall not be made available unless, not later than three Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Company:
(i) a notice in writing of the establishment of an Ancillary Facility and specifying:
(A) the proposed Borrower(s) which may use the Ancillary Facility;
(B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(C) the proposed type of Ancillary Facility to be denominated in Dollars in a minimum provided;
(D) the proposed Xxxxxxxxx Xxxxxx;
(E) the proposed Ancillary Commitment, the maximum amount of $25,000the Ancillary Facility and, in the case of a commercial Letter Multi-account Overdraft, its Designated Gross Amount and its Designated Net Amount; and
(F) the proposed currency of Credit, or $50,000, the Ancillary Facility (if not denominated in the case of a standby Letter of Credit Base Currency); and
(or such lesser amount as agreed to by ii) any other information which the applicable Issuing Agent may reasonably request in connection with the Ancillary Facility.
(c) The Agent shall promptly notify the Ancillary Lender and the Administrative Agentother Lenders of the establishment of an Ancillary Facility.
(d) Subject to compliance with paragraph (b) above:
(i) the Lender concerned (or, in accordance with Clause 7.7 (Affiliates of Lenders as Ancillary Lenders), one of its Affiliates) will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined agreed by the applicable Issuing Lender and, to Company and the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
Appears in 1 contract
Availability. Subject (i) If a Borrower and a Lender agree and except as otherwise provided in this Agreement, such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilized Foreign Revolving Commitment, unutilized U.S. Revolving Commitment or unutilized U.S. Multicurrency Revolving Commitment (which, except for the purposes of determining the Required Lenders and for the purpose of Section 2.23, in each case, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(ii) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days prior to the terms and conditions hereofAncillary Commencement Date for such Ancillary Facility, each Issuing Lender, the Administrative Agent has been notified in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time writing by the applicable Issuing Lender; provided Borrower that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender Ancillary Facility has been established and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiration date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material Ancillary Facility; (B) the proposed type of Ancillary Facility to itbe provided, or (C) the conditions set forth proposed Ancillary Lender, (D) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); (E) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfiedEuros or U.S. Dollars) and (F) the Revolving Commitments to which such Ancillary Facility relates, and the applicable Borrower shall have provided any other information which the Administrative Agent may reasonably request in connection with the Ancillary Facility.
(iii) The Administrative Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. References herein Subject to “issue” compliance with clause (b)(ii) above, (A) the Lender concerned will become an Ancillary Lender and derivations thereof (B) the Ancillary Facility will be available, with respect to Letters effect from the date agreed by the applicable Borrower and the Ancillary Lender.
(iv) No amendment or waiver of Credit shall also include extensions or modifications a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Lender other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Section 2.25). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Company and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit or Lender may provide an Ancillary Facility on a bilateral basis in place of part of that Lender’s unutilised Commitment (which shall (except for the purpose of determining the Majority Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than ten Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility (or such later date as the Revolving Credit Commitment. Each Letter of Credit shall Agent may agree), the Agent has received from the Obligors’ Agent:
(i) be denominated a notice in Dollars in a minimum amount writing requesting the establishment of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender an Ancillary Facility and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive the proposed Borrower(s) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions set forth proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and
(F) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfiedthe Base Currency);
(ii) a copy of the proposed Ancillary Document; and
(iii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. References herein to “issue” The Agent shall promptly notify the Obligors’ Agent, the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility. No amendment or modifications waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(c) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Obligors’ Agent and the Ancillary Lender (such date to be promptly notified by the Obligors’ Agent to the Agent).
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Facility C Obligations would exceed Commitment (which shall (except for the L/C Sublimit or purpose of determining the Majority Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) Notwithstanding paragraph (a) above, the Revolving Credit Outstandings would aggregate amount to be provided by way of Ancillary Facilities shall not, at any time, exceed £250,000,000.
(c) An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Revolving Credit Commitment. Each Letter of Credit shall Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company:
(i) be denominated a notice in Dollars in a minimum amount writing requesting the establishment of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender an Ancillary Facility and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment the proposed Borrower(s) (or decree Affiliates of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive a Borrower) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions set forth proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility (if not denominated in Section 6.2 are not satisfiedthe Base Currency) and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and
(F) the proposed currency of the Ancillary Facility;
(ii) a copy of the proposed Ancillary Document; and
(iii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. References herein to “issue” The Agent shall promptly notify the Company, the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility. No amendment or modifications waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(d) Subject to compliance with paragraph (c) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.
Appears in 1 contract
Samples: Senior Term and Revolving Facilities Agreement (Melrose PLC)
Availability. 9.2.1 The Lender shall provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Revolving Facility Commitment (which shall (except for the purpose of determining the Majority Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
9.2.2 The Ancillary Facility shall be made available in accordance with the terms of this Agreement and as otherwise as set out in the Ancillary Document. An Ancillary Facility shall not be made available unless the Agent has received from the Company:
(a) a copy of the proposed Ancillary Document; and
(b) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Company, the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility and the Parties acknowledge by the execution of this Agreement the establishment of the Ancillary Facility referred to in Clause 9.1. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 9). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
9.2.3 Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, compliance with Clause 9.2.2 above:
(a) the L/C Obligations would exceed the L/C Sublimit or Lender concerned will become an Ancillary Lender; and
(b) the Revolving Credit Outstandings would exceed Ancillary Facility will be available, with effect from the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as date agreed to by the applicable Issuing Lender Company and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Ancillary Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Company and a Lender agree and except as otherwise provided in this Agreement, a Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Facility A Commitment and/or Facility B Commitment (which shall (except for the L/C Sublimit or purpose of determining the Majority Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) The Company may not request an Ancillary Facility under Facility A if and to the Revolving Credit Outstandings would extent the Base Currency Amount of the Ancillary Commitment under that Ancillary Facility would, when aggregated with the Base Currency Amount of all Ancillary Commitments of all Ancillary Lenders under all Ancillary Facilities granted under Facility A, exceed an amount of EUR 100,000,000.
(c) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days prior to the Revolving Credit Commitment. Each Letter of Credit shall Ancillary Commencement Date for an Ancillary Facility, the Facility Agent has received from the Company:
(i) be denominated a notice in Dollars in a minimum amount writing requesting the establishment of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender an Ancillary Facility and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material Ancillary Facility;
(B) the proposed type of Ancillary Facility to it, or be provided;
(C) the conditions set forth proposed Ancillary Lender;
(D) the proposed Ancillary Commitment; and
(E) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfied. References herein to “issue” the Base Currency); and
(ii) any other information which the Facility Agent may reasonably have requested in connection with the Ancillary Facility.
(d) The Facility Agent shall promptly notify the Company, the Ancillary Lender, the Bank Guarantee Agent and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions that Facility of the establishment of an Ancillary Facility.
(e) No amendment or modifications waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(f) Subject to compliance with paragraph (c) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the relevant Ancillary Commencement Date.
Appears in 1 contract
Samples: Multicurrency Revolving Credit and Bank Guarantee Facilities (Elster Group SE)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Company and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit Lender may provide all or part of its General Revolving Facility Commitment as an Ancillary Facility.
(b) An Ancillary Facility shall not be made available unless, not later than 5 Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Company:
(i) a notice in writing of the establishment of an Ancillary Facility and specifying:
(A) the proposed Borrower(s) which may use the Ancillary Facility;
(B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(C) the proposed type of Ancillary Facility to be denominated in Dollars in a minimum provided;
(D) the proposed Xxxxxxxxx Xxxxxx;
(E) the proposed Ancillary Commitment, the maximum amount of $25,000the Ancillary Facility and, in the case of a commercial Letter Multi-account Overdraft, its Designated Gross Amount and its Designated Net Amount; and
(F) the proposed currency of Credit, or $50,000, the Ancillary Facility (if not denominated in the case of a standby Letter of Credit Base Currency); and
(or such lesser amount as agreed to by ii) any other information which the applicable Issuing Agent may reasonably request in connection with the Ancillary Facility.
(c) The Agent shall promptly notify the Ancillary Lender and the Administrative Agent), other Lenders of the establishment of an Ancillary Facility.
(d) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall Ancillary Facility will be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.available,
Appears in 1 contract
Samples: Facilities Agreement
Availability. Subject 6.2.1 If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). For the avoidance of doubt, BMW Financial Services (GB) Limited shall not be an Ancillary Lender. The Royal Bank of Scotland plc (as agent for National Westminster Bank plc) shall make available to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements Company within 45 days of the Revolving Credit Lenders set forth in Section 3.4(a)date of this Agreement, agrees to issue standby or commercial Letters an Ancillary Facility by way of Credit in a same-day access LIBOR loan facility on an aggregate amount not to exceed its L/C Commitment for the account of the Borrower orun-committed, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; on-demand basis provided that no Issuing Default has occurred or is continuing and that the other terms of this Agreement relating to the provision of Ancillary Facilities have been complied with in relation to that Ancillary Facility;
6.2.2 An Ancillary Facility shall not be made available unless, not later than 5 Business Days prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company:-
(a) a notice in writing of the establishment of an Ancillary Facility and specifying:-
(i) the proposed Borrower(s) (or Affiliates of a Borrower) which may use the Ancillary Facility;
(ii) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(iii) the proposed type of Ancillary Facility to be provided;
(iv) the proposed Ancillary Lender;
(v) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and
(b) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall issue require the consent of any Letter Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of Credit ifor under this Agreement (including, after giving effect for the avoidance of doubt, under this Clause). In such a case, the provisions of this Agreement with regard to such issuance, amendments and waivers will apply.
6.2.3 Subject to compliance with Clause 6.2.2 above:-
(a) the L/C Obligations would exceed the L/C Sublimit or Lender concerned will become an Ancillary Lender; and
(b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) Ancillary Facility will be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.available,
Appears in 1 contract
Samples: Revolving Facility Agreement (Penske Automotive Group, Inc.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) If the European Borrower or any other Ancillary Borrower and a Lender agree and except as otherwise provided in this Agreement, such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilized European Revolving Commitment (which, except for the purposes of determining the Required Lenders and for the purpose of Section 2.23, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(ii) An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Ancillary Commencement Date for such Ancillary Facility, the Administrative Agent has been notified in writing by the Borrower Representative that such Ancillary Facility has been established and specifying (1) the proposed Ancillary Commencement Date and expiration date of the Ancillary Facility; (2) the proposed type of Ancillary Facility to be provided; (3) the proposed Ancillary Lender and Ancillary Borrower; (4) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (5) the proposed currency of the Ancillary Facility (if not denominated in Dollars in a minimum amount of $25,000, in Euros). NY\6180200.13
(iii) The Administrative Agent shall promptly notify the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Ancillary Lender and the Administrative Agent)other Lenders of the establishment of an Ancillary Facility. Subject to compliance with clause (b)(ii) above, (iix) expire on a date no more than twelve months after the Lender concerned will become an Ancillary Lender and (y) the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to agreed by the terms of the Letter of Credit Application or other documentation acceptable to Borrower Representative, the applicable Issuing Ancillary Borrower and the Ancillary Lender), which date .
(iv) No amendment or waiver of a term of any Ancillary Facility shall be no later require the consent of any Lender other than the Letter relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of Credit Expiration Date and or under this Agreement (iii) be subject to including, for the Uniform Customsavoidance of doubt, in the case of under this Section 2.26). In such a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewithcase, the laws provisions of the State of New York. No Issuing Lender shall at any time be obligated this Agreement with regard to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date amendments and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requireswaivers will apply.
Appears in 1 contract
Samples: Credit Agreement (PVH Corp. /De/)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) If the Foreign Borrower or any other Ancillary Borrower and a Lender agree and except as otherwise provided in this Agreement, such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilized Foreign Revolving Commitment (which, except for the purposes of determining the Required Lenders and for the purpose of Section 2.23, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). | ||
(ii) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days prior to the Ancillary Commencement Date for such Ancillary Facility, the Administrative Agent has been notified in writing by the Borrower Representative that such Ancillary Facility has been established and specifying (1) the proposed Ancillary Commencement Date and expiration date of the Ancillary Facility; (2) the proposed type of Ancillary Facility to be provided, (3) the proposed Ancillary Lender and Ancillary Borrower, (4) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (5) the proposed currency of the Ancillary Facility (if not denominated in Dollars in a minimum amount of $25,000, in Euros).
(iii) The Administrative Agent shall promptly notify the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Ancillary Lender and the Administrative Agent)other Lenders of the establishment of an Ancillary Facility. Subject to compliance with clause (b)(ii) above, (iix) expire on a date no more than twelve months after the Lender concerned will become an Ancillary Lender and (y) the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to agreed by the terms of the Letter of Credit Application or other documentation acceptable to Borrower Representative, the applicable Issuing Ancillary Borrower and the Ancillary Lender), which date .
(iv) No amendment or waiver of a term of any Ancillary Facility shall be no later require the consent of any Lender other than the Letter relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of Credit Expiration Date and or under this Agreement (iii) be subject to including, for the Uniform Customsavoidance of doubt, in the case of under this Section 2.26). In such a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewithcase, the laws provisions of the State of New York. No Issuing Lender shall at any time be obligated this Agreement with regard to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date amendments and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requireswaivers will apply.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders L/C Participants set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (“Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.93.8, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing LenderLender and the Administrative Agent; provided provided, that no the Issuing Lender shall issue have no obligation to issue, and the L/C Participants shall have no obligation to participate in, any Letter of Credit if, after giving effect to such issuance, (ai) the L/C Obligations would exceed the L/C Sublimit Commitment or (bii) the aggregate principal amount of outstanding Revolving Credit Outstandings Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit CommitmentCommitment or (iii) the outstanding amount of Revolving Credit Loans, Letters of Credit and Swingline Loans on the SecondThird Amendment Effective Date would exceed $500,000,000. Each Letter of Credit (other than the Existing Letters of Credit) shall (iA) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as 25,000 unless otherwise agreed to by the applicable Issuing Lender, (B) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (C) expire on a date satisfactory to the Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the earlier of (1) one (1) year after the date of its issuance (but any Letter of Credit Expiration issued hereunder may, by its terms and consistent with the terms hereof, be renewable annually with the consent of the Issuing Lender), and (2) the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iiiD) be subject to the ISP98 and/or, to the extent applicable, Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. The Issuing Lender shall not at any time be obligated to issue issue, and the L/C Participants shall have no obligation to participate in, any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request L/C Participant to exceed any limits imposed by, any Applicable Law or directive (whether or not having B) the force beneficiary of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.of
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Company and a Lender agree and except as otherwise provided in this Agreement, that Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the L/C Sublimit or purposes of determining the Majority Lenders and of clause 40.4 (Deemed consent)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than 14 days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Company:
(i) be denominated a notice in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms writing of the Letter establishment of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date an Ancillary Facility and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive the proposed Borrower(s) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility;
(C) the conditions set forth proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being Designated Gross Amount) and its maximum net amount (that amount being Designated Net Amount); and
(F) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfied. References herein to “issue” the Base Currency); and
(ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility.
(c) The Agent shall promptly notify the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility.
(i) No amendment or modifications waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(ii) The Company shall notify the Agent and provide details of any material amendment or waiver of a term of any Ancillary Facility which does not require the consent of any other Finance Party, no later than 14 days prior to the date of such amendment or waiver.
(e) Subject to compliance with clause 7.2(b):
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.
Appears in 1 contract
Availability. Subject to (a) If the terms Company and conditions hereofa Lender agree and except as otherwise provided in this Agreement, each Issuing Lenderthe Lender may provide all or part of its Revolving Facility Commitment as an Ancillary Facility.
(b) An Ancillary Facility shall not be made available unless, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from later than:
(i) the Closing Date up in the case of an Ancillary Facility where the Ancillary Commencement Date is the Closing Date; or
(ii) in any other case, five Business Days prior to but not including the Letter Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company:
(A) a notice in writing of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter establishment of Credit if, after giving effect to such issuance, an Ancillary Facility and specifying:
(a1) the L/C Obligations would exceed proposed Borrower(s) or Affiliate(s) of a Borrower which may use the L/C Sublimit or Ancillary Facility;
(b2) the Revolving Credit Outstandings would exceed proposed Ancillary Commencement Date and expiry date of the Revolving Credit Ancillary Facility;
(3) the proposed type of Ancillary Facility to be provided;
(4) the proposed Ancillary Lender;
(5) the proposed Ancillary Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum , the maximum amount of $25,000the Ancillary Facility and, in the case of a commercial Letter of CreditMulti-account Overdraft, or $50,000, its Designated Gross Amount and its Designated Net Amount; and
(B) any other information which the Agent may reasonably request in connection with the case of a standby Letter of Credit Ancillary Facility.
(or such lesser amount as agreed to by c) The Agent shall promptly notify the applicable Issuing Ancillary Lender and the Administrative Agent), other Lenders of the establishment of an Ancillary Facility.
(d) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined agreed by the applicable Issuing Lender and, to Company and the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
Appears in 1 contract
Samples: Senior Facilities Agreement
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Parent and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit Lender may provide all or part of its Revolving Facility Commitment as an Ancillary Facility.
(b) An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Parent:
(i) a notice in writing of the establishment of an Ancillary Facility and specifying:
(A) the proposed Borrower(s) (or Affiliates of a Borrower) which may use the Ancillary Facility;
(B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(C) the proposed type of Ancillary Facility to be denominated in Dollars in a minimum provided;
(D) the proposed Xxxxxxxxx Xxxxxx;
(E) the proposed Ancillary Commitment, the maximum amount of $25,000the Ancillary Facility and, in the case of a commercial Letter Multi-account Overdraft, its Designated Gross Amount and its Designated Net Amount; and
(F) the proposed currency of Credit, or $50,000, the Ancillary Facility; and
(ii) any other information which the Agent may reasonably request in connection with the case of a standby Letter of Credit Ancillary Facility.
(or such lesser amount as agreed to by c) The Agent shall promptly notify the applicable Issuing Ancillary Lender and the Administrative Agent), other Lenders of the establishment of an Ancillary Facility.
(d) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined agreed by the applicable Issuing Lender and, to Parent and the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
Appears in 1 contract
Samples: Facility Agreement
Availability. Subject to (1) Each Term Loan Lender individually, and not jointly and severally, agrees, on the terms and conditions hereofof this Agreement, each Issuing to make Accommodations ratably to the Borrower in accordance with the amount of such Term Loan Lender’s portion of the Commitment, and as contemplated in Section 3.01.
(2) Accommodations under the Term Loan Facility shall be made available as Base Rate Advances and SOFR Advances on the terms set forth herein.
(3) The failure of any Lender to make an Accommodation shall not relieve any other Lender of its obligation, if any, in reliance on connection with any such Accommodation, but no Lender is responsible for any other Lender’s failure in respect of such Accommodation.
(4) The Borrower shall have the agreements right, but not the obligation, at any time prior to the maturity of the Revolving Credit Lenders set forth in Section 3.4(a)Term Loan Facility, agrees to issue standby increase the Commitments and Term Loan Advances under the Term Loan Facility or commercial Letters create a new tranche of Credit Term Loan Advances in an aggregate amount not to exceed its L/C Commitment (i) U.S. $250,000,000 plus (ii) additional amounts so long as, in the case of this clause (ii), the Consolidated Senior Secured Net Leverage Ratio (determined on a pro forma basis (A) giving effect to the incurrence of such Debt and any Debt which would constitute Consolidated Net Debt for Borrowed Money that has been incurred, prepaid or repaid since the account end of the Borrower ormost recent Measurement Period for which financial statements are available (assuming such Commitments or Term Loan Advances are fully drawn but excluding any proceeds thereof from Unrestricted Cash) and (B) excluding, subject to Section 3.9in the calculation of such Consolidated Senior Secured Net Leverage Ratio, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day Debt concurrently incurred under the foregoing clause (i) from the Closing Date up to but Consolidated Net Debt for Borrowed Money) would not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lenderexceed 2.75:1.00 (an “Incremental Term Facility”); provided that the Borrower, in its sole discretion, may reclassify any Debt incurred under the foregoing clause (i) as having been incurred under the foregoing clause (ii) subject to compliance, at the time of such reclassification, with the requirements of such clause (ii); provided, further, that:
(a) No Event of Default exists or would exist after giving effect thereto (except in the case of an Incremental Term Facility used to finance a Permitted Acquisition, in which circumstances, no Issuing Lender Default or Event of Default under Section 7.01(1)(a), Section 7.01(1)(b) or Section 7.01(1)(l) exists or would exist after giving effect thereto) and all applicable representations and warranties pursuant to Article 5 shall issue any Letter be true and correct in all material respects on the date of Credit ifthe funding thereof (except in the case of an Incremental Term Facility used to finance a Permitted Acquisition, in which circumstances, the Specified Representations shall be true and correct in all material respects);
(b) Open Text will be in compliance on a pro forma basis with the financial covenant in Section 6.03 after giving effect to such issuance, Incremental Term Facility (aassuming the Commitments thereunder are fully drawn);
(c) Advances and Commitments made by way of an increase to the L/C Obligations would exceed Commitment shall be on terms (including currency and Effective Yield) and conditions identical to those applicable to the L/C Sublimit or then-existing Term Loan Facility;
(bd) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case In regard to Advances and Commitments made by way of a commercial Letter new tranche of CreditTerm Loan Advances, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by Effective Yield for the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date Incremental Term Facility shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the Borrower and the Lenders of the Incremental Term Facility; provided that in the event that the Effective Yield for any Incremental Term Facility incurred during the first 18 months following the Closing Date is greater than the Effective Yield for the Term Loan Facility, then the Effective Yield for the Term Loan Facility shall be increased to the extent necessary so that the Effective Yield for such Incremental Term Facility is not more than 50 basis points higher than the Effective Yield for the Term Loan Facility unless the Applicable Margins for the Term Loan Facility are increased by an amount equal to the difference between the Effective Yield for such Incremental Term Facility and the corresponding Effective Yield for the Term Loan Facility minus 50 basis points; provided, further, that such Advances and Commitments shall be on terms and conditions otherwise substantially similar to those applicable Issuing Lender to the then-existing Term Loan Facility and, to the extent not inconsistent therewithso substantially similar with the then-existing Term Loan Facility, shall be reasonably satisfactory to the laws of Administrative Agent;
(e) Such increased amounts will be provided by the State of New York. No Issuing existing Lenders or new financial institutions that become Lenders under the Incremental Term Facility (such new financial institutions to be reasonably satisfactory to the Administrative Agent); provided that no existing Lender shall at any time will be obligated to issue provide any Letter such Incremental Term Facility;
(f) The Incremental Term Facility will not in any event have a maturity date that is earlier than the Term Loan Repayment Date or a weighted average life to maturity shorter than the weighted average life to maturity of Credit hereunder if the then-existing Term Loan Facility; and
(Ag) any orderThe Administrative Agent shall have received such other corporate authorizations, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditopinions, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having documents as the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAdministrative Agent may reasonably request.
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Samples: Credit Agreement (Open Text Corp)
Availability. Subject (i) If the Parent and a Lender agree and except as otherwise provided herein, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unused Revolving Commitment (which shall (except for the purposes of determining the Required Lenders and of Section 10.05) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(ii) An Ancillary Facility shall not be made available unless at least five Business Days prior to the terms and conditions hereofAncillary Commencement Date for that Ancillary Facility, each Issuing Lender, the Administrative Agent has received from the Parent a notice in reliance on the agreements writing of the establishment of that Ancillary Facility and specifying: (A) the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower Borrower(s) (or, subject to Section 3.92.19(i), any Restricted Subsidiary thereof, Letters Affiliate(s) of Credit a Revolving Borrower) which may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lenderuse that Ancillary Facility; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (aB) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender Ancillary Commencement Date and the Administrative Agent), (ii) expire on a date no more than twelve months after the expiry date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or Ancillary Facility; (C) the conditions set forth type or types of Ancillary Facility to be provided; (D) the Ancillary Lender; (E) the amount of the Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the currency or currencies of that Ancillary Facility (if not denominated in Section 6.2 are not satisfied. References herein Dollars or Euros), without prejudice to “issue” and derivations thereof with respect the rights of the Administrative Agent to Letters so request, any other information which the Administrative Agent may reasonably request in relation to that Ancillary Facility.
(iii) The Administrative Agent shall promptly notify each Revolving Lender of Credit shall also include extensions the establishment of an Ancillary Facility.
(iv) No amendment or modifications waiver of any outstanding Letters term of Creditan Ancillary Facility shall require the consent of any Lender other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this clause (iv)). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(v) Subject to compliance with clause (ii) above, (A) the Lender concerned will become an Ancillary Lender; and (B) the Ancillary Facility will be available, with effect from the date agreed by the Parent and the Ancillary Lender.
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Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the L/C Obligations would exceed Borrower and a Lender agree and except as otherwise provided in this Agreement, the L/C Sublimit Lender may provide all or part of its Commitment as an Ancillary Facility.
(b) An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Revolving Credit Outstandings would exceed Ancillary Commencement Date for an Ancillary Facility, the Revolving Credit Commitment. Each Letter of Credit shall Agent has received from the Borrower:
(i) a notice in writing of the establishment of an Ancillary Facility and specifying:
(A) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(B) the proposed type of Ancillary Facility to be denominated in Dollars in a minimum provided;
(C) the proposed Ancillary Lender;
(D) the proposed Ancillary Commitment, the maximum amount of $25,000the Ancillary Facility and, in the case of a commercial Letter Multi-account Overdraft its Designated Gross Amount and its Designated Net Amount; and
(E) the proposed currency of Creditthe Ancillary Facility, or $50,000, which must be US Dollars.
(ii) any other information which the Agent may reasonably request in connection with the case of a standby Letter of Credit Ancillary Facility.
(or such lesser amount as agreed to by c) The Agent shall promptly notify the applicable Issuing Ancillary Lender and the Administrative Agent), other Lenders of the establishment of an Ancillary Facility. APJ/MSXM/076001.00588/80174749.8Page 33
(d) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) expire on a date no more than twelve months after the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined agreed by the applicable Issuing Lender and, to Borrower and the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAncillary Lender.
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