Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit: (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount; (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount; (iii) the conditions set forth in Section 6.02 have been satisfied; (iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank; (v) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and (vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 5 contracts
Samples: Credit Agreement (Callon Petroleum Co), Credit Agreement (Callon Petroleum Co), Credit Agreement (Callon Petroleum Co)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower Borrowers unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative Agent under Section 2.07(f)(iii3.6(a) hereof in respect of the Borrower’s Borrowers’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, the Borrower issuance of such Letter of Credit;
(d) Borrowers shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower Borrowers and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally; and
(g) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower Borrowers of the matters set forth in Section 6.02Sections 5.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 4 contracts
Samples: Credit Agreement (Sterling Construction Co Inc), Credit Agreement (Sterling Construction Co Inc), Credit Agreement (Sterling Construction Co Inc)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) or increased at the request and for the account of the Borrower any Account Party unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Advances of the Revolving Credit Loans and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative Agent under Section 2.07(f)(iii3.6(a) hereof in respect of the Borrower’s Company’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least lesser of (A) the Revolving Credit Aggregate Maximum Credit Amounts, Commitment and (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountLimitation;
(iiib) the conditions obligations of Company set forth in Section 6.02 have this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been satisfieddisputed by Company;
(ivc) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date, except to the extent such representations and warranties (other than Section 6.12 hereof, which shall be deemed to be remade as of the date of issuance of such Letter of Credit for purposes of this clause (c), notwithstanding the limitation contained therein) are not, by their terms, continuing representations and warranties, but speak only as of a specific date, and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested by will not violate the Issuing Bankterms and conditions of any contract, agreement or other borrowing of Company;
(e) the Borrower Account Party requesting the Letter of Credit shall have delivered to the Issuing Bank at its Issuing Office Office, not less than five (5) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankBank and its Issuing Office;
(vf) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender Bank from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the or request that Issuing Bank refrain from issuing, or any Revolving Credit Lender Bank refrain from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vig) there shall have been (x) no introduction of or change in the interpretation of any law or regulationregulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Bank to take an assignment of its Percentage of the requested Letter of Credit (as determined in the sole discretion of Issuing Bank or such Bank, (y) as the case may be), no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit LendersBanks, the Borrower applicable Account Party and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally thatmaterially affecting (as determined by Issuing Bank) the extension of credit by banks;
(h) if any Revolving Credit Bank is a Defaulting Bank, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for the Issuing Bank has entered into arrangements satisfactory to issue or any Revolving Credit Lender it to take an assignment of its Applicable Revolving Credit Percentage of eliminate the requested Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Bank, including, the creation of a cash collateral account in accordance with Section 10.5 or letters delivery of credit generallyother security to assure payment of such Defaulting Bank's Percentage of all outstanding Letter of Credit Obligations; and
(i) Issuing Bank shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower the Company and the Account Party of the matters set forth in Section 6.023.2 (a) through (d) hereof. The Administrative Agent Issuing Bank shall be entitled to rely on such certification without any duty of inquiry.
Appears in 4 contracts
Samples: Credit Agreement (Credit Acceptance Corp), Credit Agreement (Credit Acceptance Corp), Credit Agreement (Credit Acceptance Corp)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower Borrowers unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative the Agent under Section 2.07(f)(iii3.6(c) hereof in respect of the Borrower’s Borrowers’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, issuance of such Letter of Credit;
(d) the Borrower Borrowers shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Texas or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower Borrowers and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (f), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is a Defaulting Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Lender, including creation of a cash collateral account on terms satisfactory to the Agent or delivery of other security to assure payment of such Defaulting Lender’s Percentage of all outstanding Letter of Credit Obligations; and
(h) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower the Borrowers of the matters set forth in Section 6.02Sections 5.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 3 contracts
Samples: Credit Agreement (Archaea Energy Inc.), Revolving Credit and Term Loan Agreement (Archaea Energy Inc.), Revolving Credit and Term Loan Agreement (Archaea Energy Inc.)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative the Agent under Section 2.07(f)(iii3.6(c) hereof in respect of the Borrower’s Borrower Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least lesser of (A) the Revolving Credit Aggregate Maximum Credit Amounts, Commitment and (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountBase;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, issuance of such Letter of Credit;
(d) the Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York California or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is a Defaulting Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Lender, including creation of a cash collateral account on terms satisfactory to the Agent or delivery of other security to assure payment of such Defaulting Lender’s Percentage of all outstanding Letter of Credit Obligations; and
(h) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by the Borrower of the matters set forth in Section 6.02Sections 5.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 3 contracts
Samples: Revolving Credit Agreement (2U, Inc.), Revolving Credit and Term Loan Agreement (Inogen Inc), Revolving Credit and Term Loan Agreement (Inogen Inc)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower any Account Party unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(ia) after giving effect to without duplication, the face amount of the Letter of Credit requested, plus the Letter face amount of all other Letters of Credit Obligations do of all Account Parties requested on such date, plus the aggregate undrawn portion of all other Letters of Credit of all Account Parties as of such date, plus the face amount of all Letters of Credit of all Account Parties requested but not yet issued as of such date, plus the unreimbursed amount of any draws under Letters of Credit of all Account Parties, does not exceed the Letter of Credit Maximum Amount;
(iib) after giving effect to without duplication, the undrawn amount of the Letter of Credit requested, plus the undrawn amount of all other Letters of Credit of all Account Parties requested on such date, plus the aggregate undrawn portion of all other Letters of Credit of all Account Parties as of such date, plus the undrawn amount of all Letters of Credit of all Account Parties requested but not yet issued as of such date, plus the unreimbursed amount of any draws under Letters of Credit of all Account Parties as of such date, plus the aggregate principal amount of all Advances outstanding under the Revolving Credit Notes and the Swing Line Notes, including any Advances requested to be made on such date, do not exceed the lesser of (i) the Revolving Credit Maximum Amount and (ii) the Borrowing Base Limitation, in each case then applicable;
(c) the obligations of Company set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company;
(d) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date, except to the extent such representations and warranties (other than Section 6.12 hereof, which shall be deemed to be remade as of the date of issuance of such Letter of Credit for purposes of this clause (d), notwithstanding the limitation contained therein) are not, by their terms, continuing representations and warranties, but speak only as of a specific date, and both immediately before and immediately after issuance of the Letter of Credit Obligations on such date plus the aggregate amount requested, no Default or Event of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountDefault exists;
(iiie) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions set forth in Section 6.02 have been satisfiedof any contract, agreement or other borrowing of Company;
(ivf) if requested by the Issuing Bank, Account Party requesting the Borrower Letter of Credit shall have delivered to the Issuing Bank Agent at its Issuing Office Office, not less than five (5) Business Days prior to the requested date for issuance (or such shorter time as the Agent, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Agent and its Issuing BankOffice;
(vg) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Agent from issuing the Letter of Credit requested, or any Revolving Credit Lender Bank from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank or request that Agent refrain from issuing, or any Revolving Credit Lender Bank refrain from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vih) there shall have been (x) no introduction of or change in the interpretation of any law or regulationregulation that would make it unlawful or unduly burdensome for the Agent to issue or any Bank to take an assignment of its Percentage of the requested Letter of Credit (as determined in the sole discretion of Agent or such Bank, (y) as the case may be), no suspension of or material limitation on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit LendersBanks, the Borrower applicable Account Party and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, materially affecting (as determined by Agent) the extension of credit by banks; and
(i) Agent shall have received the issuance fees required in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for connection with the Issuing Bank to issue or any Revolving Credit Lender to take an assignment issuance of its Applicable Revolving Credit Percentage of the requested such Letter of Credit or letters of credit generallypursuant to Section 3.5 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Agent pursuant hereto shall constitute the certification by Borrower the Company and the Account Party of the matters set forth in Section 6.023.2 (a) through (e) hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 2 contracts
Samples: Credit Agreement (Credit Acceptance Corporation), Credit Agreement (Credit Acceptance Corporation)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of the Hedging Obligations on such date does not exceed the LC Hedging Aggregate Sublimit, and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the Hedging Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative the Agent under Section 2.07(f)(iii3.7(3) hereof in respect of the Borrower’s Borrower Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, issuance of such Letter of Credit;
(d) the Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.7 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in Canada, Ontario, the United States, New York Texas or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is a Defaulting Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Lender, including creation of a cash collateral account on terms satisfactory to Agent or delivery of other security to assure payment of such Defaulting Lender’s Percentage of all outstanding Letter of Credit Obligations; and
(h) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by the Borrower of the matters set forth in Section 6.024.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Dragonwave Inc), Revolving Credit Agreement (Dragonwave Inc)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account None of the Borrower unlessFronting Issuing Bank, as of the date of issuance (or renewal or extension) of such Letter Administrative Agent nor any Bank shall have any obligation to issue Letters of Credit, so long as:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(v) no Any order, judgment or decree of any court, governmental authority or arbitrator or Governmental Authority shall purport by its terms purport to enjoin or restrain the Fronting Issuing Bank, the Administrative Agent or any Bank from issuing the such Letter of Credit requestedCredit;
(ii) Any law applicable to such Fronting Issuing Bank, the Administrative Agent or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rule, regulation, Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Fronting Issuing Bank, the Administrative Agent or such Bank shall prohibit the Issuing Bank from issuingprohibit, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrequest that such Fronting Issuing Bank, the Administrative Agent or such Bank refrain from, the issuance of letters of credit generally or such Letter of Credit requested in particular or shall impose upon such Fronting Issuing Bank, the Administrative Agent or such Bank with respect to any such Letter of Credit any restriction, reserve or capital requirement (for which such Fronting Issuing Bank, the Administrative Agent or such Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Fronting Issuing Bank, the Administrative Agent or such Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Fronting Issuing Bank, the Administrative Agent or such Bank in good xxxxx xxxxx material to it;
(iii) The issuance of such Letter of Credit would violate one or more policies of such Fronting Issuing Bank, the Administrative Agent or any Bank, as applicable, applicable to letters of credit generally; and;
(iv) Except as otherwise agreed by such Fronting Issuing Bank or the Administrative Agent, as applicable, such Letter of Credit is in an initial amount less than $1,000,000;
(v) Such Letter of Credit is to be denominated in a currency other than US Dollars;
(vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Such Letter of Credit are located, and (z) no establishment of contains any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome provisions for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage automatic reinstatement of the requested stated amount after any drawing thereunder; or
(vii) If such Letter of Credit or letters of credit generally. Each is a Fronted Letter of Credit Agreement submitted Credit, and any Bank is a Defaulting Bank, after giving effect to Issuing Bank pursuant hereto shall constitute the certification by Borrower reallocation of such Defaulting Bank’s participation among the matters non-defaulting Banks as set forth in Section 6.02. The Administrative Agent shall be entitled 2.17 to rely on the extent of their respective Commitment, unless the Company has delivered cash collateral or the Fronting Issuing Bank has entered into other arrangements with the Company or such certification without any duty of inquiryDefaulting Bank satisfactory to the Fronting Issuing Bank to eliminate the applicable Fronting Issuing Bank’s risk with respect to such Defaulting Bank.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Brighthouse Financial, Inc.), Revolving Credit Agreement (Brighthouse Financial, Inc.)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) hereof in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least lesser of (A) the Aggregate Maximum Credit Amounts, Amount and (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountBase;
(iiiii) the conditions set forth in subsections (a), (b) and (c) of Section 6.02 7.02 have been satisfied;
(iviii) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(viv) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)) hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(viv) there shall have been (xA) no introduction of or change in the interpretation of any law or regulation, (yB) no declaration of a general banking moratorium by banking authorities in the United States, New York Texas or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (zC) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (vi), would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(vi) if any Revolving Credit Lender is a Defaulting Lender, the Issuing Bank has entered into arrangements satisfactory to it to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit by all such Defaulting Lender, including, without limitation, the creation of a cash collateral account or delivery of other security by the Borrower to assure payment of such Defaulting Lender’s Applicable Revolving Credit Percentage of all outstanding Letter of Credit Obligations; and
(vii) the Issuing Bank shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 2.07(d) hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.027.02 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 2 contracts
Samples: Credit Agreement (RSP Permian, Inc.), Credit Agreement (RSP Permian, Inc.)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account None of the Borrower unlessFronting Issuing Bank, as of the date of issuance (or renewal or extension) of such Letter Administrative Agent nor any Bank shall have any obligation to issue Letters of Credit, so long as:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(v) no Any order, judgment or decree of any court, governmental authority or arbitrator or Governmental Authority shall purport by its terms purport to enjoin or restrain the Fronting Issuing Bank, the Administrative Agent or any Bank from issuing the such Letter of Credit requestedCredit;
(ii) Any law applicable to such Fronting Issuing Bank, the Administrative Agent or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rule, regulation, Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Fronting Issuing Bank, the Administrative Agent or such Bank shall prohibit the Issuing Bank from issuingprohibit, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrequest that such Fronting Issuing Bank, the Administrative Agent or such Bank refrain from, the issuance of letters of credit generally or such Letter of Credit requested in particular or letters shall impose upon such Fronting Issuing Bank, the Administrative Agent or such Bank with respect to any such Letter of credit generally; andCredit any restriction, reserve or capital requirement (for which such Fronting Issuing Bank, the Administrative Agent or such Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Fronting Issuing Bank, the Administrative Agent or such Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Fronting Issuing Bank, the Administrative Agent or such Bank in good xxxxx xxxxx material to it;
(iii) [reserved];
(iv) Except as otherwise agreed by such Fronting Issuing Bank or the Administrative Agent, as applicable, such Letter of Credit is in an initial amount less than $1,000,000;
(v) Such Letter of Credit is to be denominated in a currency other than US Dollars;
(vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Such Letter of Credit are located, and (z) no establishment of contains any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome provisions for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage automatic reinstatement of the requested stated amount after any drawing thereunder; or
(vii) If such Letter of Credit or letters of credit generally. Each is a Fronted Letter of Credit Agreement submitted Credit, and any Bank is a Defaulting Bank, after giving effect to Issuing Bank pursuant hereto shall constitute the certification by Borrower reallocation of such Defaulting Bank’s participation among the matters non-defaulting Banks as set forth in Section 6.02. The Administrative Agent shall be entitled 2.17 to rely on the extent of their respective Commitment, unless the relevant Subsidiary Account Party has delivered cash collateral or the Fronting Issuing Bank has entered into other arrangements with the relevant Subsidiary Account Party or such certification without any duty of inquiryDefaulting Bank satisfactory to the Fronting Issuing Bank to eliminate the applicable Fronting Issuing Bank’s risk with respect to such Defaulting Bank.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Equitable Holdings, Inc.), Revolving Credit Agreement (AXA Equitable Holdings, Inc.)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower any Account Party unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(ia) after giving effect to the face amount of the Letter of Credit requested, requested (based on the Dollar Amount of the undrawn portion of any Letter of Credit Obligations do denominated in Dollars and the Current Dollar Equivalent of the undrawn portion of any Letter of Credit denominated in any Alternative Currency), plus the face amount of all other Letters of Credit of all Account Parties requested on such date, plus the aggregate undrawn portion of all other Letters of Credit of all Account Parties as of such date, plus the face amount of all Letters of Credit of all Account Parties requested but not yet issued as of such date, plus the unreimbursed amount of any draws under Letters of Credit of all Account Parties (in each case, determined as aforesaid), does not exceed the Letter of Credit Maximum Amount;
(iib) after giving effect to the face amount of the Letter of Credit requested, plus the Letter face amount of all other Letters of Credit Obligations of all Account Parties requested on such date, plus the aggregate undrawn portion of all other Letters of Credit of all Account Parties as of such date, plus the face amount of all Letters of Credit of all Account Parties requested but not yet issued as of such date, plus the unreimbursed amount of any draws under Letters of Credit of all Account Parties as of such date, (in each case determined as aforesaid), plus the aggregate principal amount of all Advances outstanding under the Revolving Credit Notes and the Swing Line Notes, including any Advances requested to be made on such date plus (determined on the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect basis of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date Current Dollar Equivalent of any Advances denominated in any Alternative Currency, and the Dollar Amount of any Advances in Dollars), do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Revolving Credit Maximum Amount;
(iiic) whenever the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(v) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and
(vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of Account Party is a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.Permitted Borrower,
Appears in 2 contracts
Samples: Credit Agreement (Credit Acceptance Corporation), Revolving Credit Agreement (Credit Acceptance Corporation)
Conditions to Issuance. No Letter of Credit The Floor Plan Agent shall not be issued (including the renewal obligated to enter into or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower issue a Drafting Agreement unless, as of the date of issuance (or renewal or extension) of such Letter of CreditDrafting Agreement:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (Aa) the Aggregate Maximum Credit Amounts, (B) Company or the then applicable Borrowing Base and (C) Floor Plan Borrower requesting the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower Drafting Agreement shall have delivered to the Issuing Bank at Floor Plan Agent not less than ten (10) Business Days prior to the requested date for issuance (or such shorter time as the Floor Plan Agent in its Issuing Office the Letter of Credit Agreement related theretosole discretion may permit), together with a written application and such other documents and materials as may documentation (including without limitation a letter of credit agreement if the Drafting Agreement is to be required pursuant to issued in the terms thereof, form of a letter of credit) and the terms of such documents and of the proposed Letter of Credit Drafting Agreement shall satisfy the terms hereof and otherwise be reasonably satisfactory to the Issuing BankFloor Plan Agent;
(vb) the conditions precedent set forth in Section 8.3 are satisfied;
(c) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms purport to enjoin or restrain Issuing Bank the Floor Plan Agent from entering into or issuing such Drafting Agreement; no Requirement of Law applicable to the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), Floor Plan Agent and no law, rule, regulation, request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Floor Plan Agent shall prohibit the Issuing Bank from issuingFloor Plan Agent, or request that the Floor Plan Agent refrain, from issuing or entering into Drafting Agreements generally or such Drafting Agreement in particular or shall impose upon the Floor Plan Agent with respect to such Drafting Agreement any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrestriction, reserve or capital requirement (for which the Letter of Credit requested Floor Plan Agent is not otherwise compensated hereunder) not in effect on the Closing Date, or letters of credit generallyshall impose upon the Floor Plan Agent any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Floor Plan Agent in good xxxxx xxxxx material to it (relating to Drafts and Drafting Agreements); and
(vid) there shall have been (x) no introduction of or change in the interpretation of Floor Plan Agent does not receive written notice from any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit LendersLender, the Borrower and Agent or any Floor Plan Borrower, on or prior to the beneficiary Business Day prior to the requested date of issuance or entry into such Drafting Agreement, that one or more of the requested Letter of Credit are located, and applicable conditions contained in Article VIII (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful 2.9) has not been satisfied or unduly burdensome that a Default (relating to a Floor Plan Event of Default) or Floor Plan Event of Default has occurred and is continuing. Each application for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage a Drafting Agreement issued by a Floor Plan Borrower hereunder shall constitute certification by each of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute Company and the certification by applicable Floor Plan Borrower of the matters set forth in Section 6.02. The Administrative 2.9(a) and (b), and Floor Plan Agent shall be entitled to rely on such certification without any duty of inquiry. Immediately upon the issuance or entering into by the Floor Plan Agent of each Drafting Agreement (except in respect of any Drafting Agreement issued or entered into by the Floor Plan Agent after it has obtained actual knowledge that a Floor Plan Event of Default has occurred and is continuing), each Floor Plan Lender, subject to Section 4.6 (relating to a Swing Line Overdraft Loan), hereby irrevocably and unconditionally agrees to, and does hereby, purchase from the Floor Plan Agent a participation in such Drafting Agreement and each Draft thereunder in an amount equal to the product of (i) the Pro Rata Share of Floor Plan Loan Commitments of such Floor Plan Lender and (ii) the amount of each Draft presented by a Manufacturer. Notwithstanding the foregoing, the Floor Plan Agent shall take such action as necessary to terminate and suspend all Drafting Agreements effective ten (10) days prior to the Maturity Date, and none of the Borrowers shall be entitled to borrow under any Drafting Agreement after the date that is ten (10) days prior to the Maturity Date. Provided, however, the immediately foregoing sentence is intended only as a limitation to the Borrowers’ ability to borrow under Drafting Agreements and not as an enlargement of the Floor Plan Agent’s obligations hereunder.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Group 1 Automotive Inc), Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative the Agent under Section 2.07(f)(iii3.6(c) hereof in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least lesser of (A) the Revolving Credit Aggregate Maximum Credit Amounts, Commitment and (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountBase;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, issuance of such Letter of Credit;
(d) the Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and
(vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.to
Appears in 2 contracts
Samples: Credit Agreement (Accolade, Inc.), Credit Agreement (Accolade, Inc.)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower Borrowers unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to in the Letter case of Credit requested, the Letter Standby Letters of Credit Obligations do not exceed the Letter of Credit Maximum Amount;Credit,
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory in a minimum face amount of Fifty Thousand Dollars ($50,000) or the equivalent thereof in an applicable Alternate Currency (or such lesser amount as may be agreed to the by Issuing Bank;Lender), and
(vB) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the such Letter of Credit requested, or any Revolving Credit Lender from taking an assignment shall expire not later than the earlier of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and
(vi) there shall have been (x) no introduction twenty four months from the date of or change in the interpretation of any law or regulation, issuance thereof and (y) no declaration the one (1) year anniversary of a general banking moratorium the Revolving Credit Maturity Date in effect on the date of issuance or extension thereof, as the case may be, or for such longer term as may be approved in writing by banking authorities in the United StatesIssuing Lender, New York or the respective jurisdictions in which Agent and the Revolving Credit Lenders, the Borrower and the beneficiary of the requested ; provided that:
i) any Standby Letter of Credit are located, and (z) may provide for automatic extension thereof for additional consecutive periods of up to twenty four months so long as no establishment such Letter of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally thatCredit will, in any case described in this Section 2.07(b)(vi)event, would make it unlawful or unduly burdensome for have a stated expiry date that is later than the Issuing Bank to issue or any one (1) year anniversary of the Revolving Credit Lender Maturity Date in effect on the date of extension thereof;
ii) with respect to take an assignment of its Applicable Revolving Credit Percentage of the requested any Standby Letter of Credit that will have an expiry date that is after the Revolving Credit Maturity Date in effect on the date of issuance or letters extension thereof, as the case may be, Borrowers shall deliver to Agent, on or prior to the date of credit generally. Each issuance or extension thereof, cash collateral in an amount equal to 105% of the maximum amount that may be available to be drawn at any time prior to the stated expiry of such Letter of Credit, for deposit into an account controlled by the Agent, and Agent agrees to release cash collateral provided with respect to any such Letter of Credit Agreement submitted to Issuing Bank pursuant hereto the Borrowers if at any time such Letter of Credit shall constitute expire prior to the certification by Borrower Revolving Credit Maturity Date then in effect;
iii) any Existing Letter of Credit which, as of the matters set forth Effective Date, has an expiry date that is later than the one (1) year anniversary of the Revolving Credit Maturity Date and/or is longer than twenty four months from the date of issuance thereof, shall only be subject to the requirements under this clause (B) (including clauses (i) and (ii) above) upon any extension (including automatic extension) of such Existing Letter of Credit subsequent to the Effective Date; provided that, prior to any extension of such Letter of Credit which has an expiry date that is later than the Revolving Credit Maturity Date then in Section 6.02. The Administrative effect, Borrowers shall deliver to Agent, on or before the date that is ten (10) Business Days prior to the Revolving Credit Maturity Date, cash collateral in an amount equal to 105% of the maximum amount that may be available to be drawn at any time prior to the stated expiry of such Letter of Credit, for deposit into an account controlled by the Agent, and Agent agrees to release cash collateral provided with respect to any such Letter of Credit to the Borrowers if at any time such Letter of Credit shall be entitled expire prior to rely on such certification without any duty of inquiry.the Revolving Credit Maturity Date then in effect;
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (PMFG, Inc.), Revolving Credit and Term Loan Agreement (Peerless Manufacturing Co)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the sum of all Letter of Credit Maximum Amount;
Amounts; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit AmountsAmount, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iiiii) the conditions set forth in Section 6.02 have been satisfied;
(iviii) if requested by the an Issuing Bank, the Borrower shall have delivered to the such Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be reasonably required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the such Issuing Bank;
(viv) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)) hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the applicable Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(viv) there shall have been (xA) no introduction of or change in the interpretation of any law or regulation, (yB) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (zC) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi2.07(b)(v), would make it unlawful or unduly burdensome for the applicable Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(vi) if any Revolving Credit Lender is a Defaulting Lender, each Issuing Bank has entered into arrangements reasonably satisfactory to it to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit by any such Defaulting Lender, including, without limitation, the creation of a cash collateral account or delivery of other security by the Borrower to assure payment of such Defaulting Lender’s Applicable Revolving Credit Percentage of all outstanding Letter of Credit Obligations; and
(vii) the applicable Issuing Bank shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 2.07(d). Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Credit Agreement (PDC Energy, Inc.)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower Borrowers unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by the Administrative Agent under Section 2.07(f)(iii3.6(c) hereof in respect of the Borrower’s Borrowers’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, issuance of such Letter of Credit;
(d) the Administrative Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) law shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the any Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (f), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is an Impaired Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Issuing Lender’s risk with respect to the participation in Letters of Credit by all such Impaired Lenders, including, without limitation, the creation of a cash collateral account or delivery of other security by the Borrowers to assure payment of such Impaired Lender’s Revolving Credit Percentage of all outstanding Letter of Credit Obligations; and
(h) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower the Borrowers of the matters set forth in Section 6.025.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Revolving and Term Loan Credit Agreement (American Midstream Partners, LP)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower any Account Party(ies) unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) in the case of any Account Party:
(i) after giving effect to the Letter of Credit requested, the outstanding Letter of Credit Obligations do does not exceed the Letter of Credit Maximum Amount;; and
(ii) after giving effect to the Letter of Credit requested, the outstanding Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans including, without duplication, deemed disbursed Advances funded by Administrative Agent under Section 2.07(f)(iii3.6(a) hereof in respect of the BorrowerCompany’s Reimbursement Obligationsor an applicable Account Party’s reimbursement obligations hereunder) hereunder requested or outstanding on such date do does not exceed the least lesser of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base (i) Revolving Credit Aggregate Commitment and (Cii) the Aggregate Elected Commitment AmountBorrowing Base;
(iiib) the conditions obligations of the Loan Parties set forth in Section 6.02 have this Agreement and the other Loan Documents are valid, binding and enforceable obligations of such Loan Parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been satisfieddisputed by the Company;
(ivc) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date (other than any representation or warranty that expressly speaks only as of a different date), and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested by will not violate the Issuing Bankterms and conditions of any contract, agreement or other borrowing of the Borrower relevant Account Party;
(e) the Account Party requesting the Letter of Credit shall have delivered to the Issuing Bank at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(vf) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender Bank from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the or request that Issuing Bank refrain from issuing, or any Revolving Credit Lender Bank refrain from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vig) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender Bank to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Revolving Credit Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located, and no establishment of any new restrictions by any central bank or other governmental agency or authority on transactions involving letters of credit generallyor on banks materially affecting the extension of credit by banks; and
(h) Issuing Bank shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower the Company and the Account Party of the matters set forth in Section 6.023.2 (a) through (d) hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Credit Agreement (Olympic Steel Inc)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower Parent unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative Agent under Section 2.07(f)(iii3.6(a) hereof in respect of the Borrower’s Borrowers’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of Borrowers contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, the Borrower issuance of such Letter of Credit;
(d) Parent shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York California or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower Parent and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally; and
(g) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower Borrowers of the matters set forth in Section 6.02Sections 3.2 (a) through (c) hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower any Account Party unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(ia) after giving effect to without duplication, the face amount of the Letter of Credit requested, requested (based on the Dollar Amount of the undrawn portion of any Letter of Credit Obligations do denominated in Dollars and the Current Dollar Equivalent of the undrawn portion of any Letter of Credit denominated in any Alternative Currency), plus the face amount of all other Letters of Credit of all Account Parties requested on such date, plus the aggregate undrawn portion of all other Letters of Credit of all Account Parties as of such date, plus the face amount of all Letters of Credit of all Account Parties requested but not yet issued as of such date, plus the unreimbursed amount of any draws under Letters of Credit of all Account Parties (in each case, determined as aforesaid), does not exceed the Letter of Credit Maximum Amount;
(iib) after giving effect to without duplication, the undrawn amount of the Letter of Credit requested, plus the Letter undrawn amount of all other Letters of Credit Obligations of all Account Parties requested on such date, plus the aggregate undrawn portion of all other Letters of Credit of all Account Parties as of such date, plus the undrawn amount of all Letters of Credit of all Account Parties requested but not yet issued as of such date, plus the unreimbursed amount of any draws under Letters of Credit of all Account Parties as of such date (in each case determined as aforesaid), plus the aggregate principal amount of all Advances outstanding under the Revolving Credit Notes and the Swing Line Notes, including any Advances requested to be made on such date plus (determined on the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect basis of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date Current Dollar Equivalent of any Advances denominated in any Alternative Currency, and the Dollar Amount of any Advances in Dollars), do not exceed the least lesser of (Ai) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(v) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and
(vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, Maximum Amount and (zii) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally thatthe Borrowing Base Limitation, in any each case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.then applicable;
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower Borrowers unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative the Agent under Section 2.07(f)(iii3.6(c) in respect of the Borrower’s Borrowers’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, issuance of such Letter of Credit;
(d) the Borrower Borrowers shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain the Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Texas or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower Borrowers and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank Table of Contents or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (f), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue issue, or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of of, the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is a Defaulting Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Lender, including creation of a cash collateral account on terms satisfactory to the Agent or delivery of other security to assure payment of such Defaulting Lender’s Percentage of all outstanding Letter of Credit Obligations; and
(h) the Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4. Each Letter of Credit Agreement submitted to the Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower the Borrowers of the matters set forth in Section 6.025.2. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (RetailMeNot, Inc.)
Conditions to Issuance. No Letter of Credit The Issuing Bank shall be issued (including the renewal under no obligation to issue, amend or extension of reinstate any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Creditif:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(v) no any order, judgment or decree of any court, arbitrator or Governmental Authority or arbitrator shall purport by its terms purport to enjoin or restrain the Issuing Bank from issuing the issuing, amending or reinstating such Letter of Credit requestedCredit, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rulerule or regulation applicable to the Issuing Bank or any request, regulation, request guideline or directive (whether or not having the force of law) shall prohibit from any Governmental Authority with jurisdiction over the Issuing Bank from issuingshall prohibit, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrequest that the Issuing Bank refrain from, the issuance, amendment or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good faitx xxxxx xxxerial to it;
(ii) the Issuing Bank has received written notice from any Bank, the Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment or letters reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Article VIII is not then satisfied;
(iii) the expiry date of any requested Letter of Credit is more than one year after the date of issuance, unless the Majority Banks have approved such expiry date in writing; provided that a Letter of Credit may state that the expiry date thereof is extendible for an additional term as shall be satisfactory to the Issuing Bank (either upon prior notice or automatically) so long as the next succeeding additional term at any time is not more than one year; provided, further, that the Issuing Bank may permit the issuance of evergreen Letters of Credit and Letters of Credit with an expiry date up to two years from their date of issuance in a face amount not to exceed, in the aggregate, $1,000,000.
(iv) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to the Issuing Bank, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable policies of the Issuing Bank;
(v) any standby Letter of Credit is for the purpose of supporting the issuance or, except for the Existing Letters of Credit, maintenance of any letter of credit generally; andissued by any other Person;
(vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested such Letter of Credit are located, and is denominated in a currency other than Dollars; or
(zvii) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested such Letter of Credit is for the purposes of supporting workers compensation claims or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiryprograms.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower Borrowers unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative the Agent under Section 2.07(f)(iii3.6(c) hereof in respect of the Borrower’s Borrowers’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, issuance of such Letter of Credit;
(d) the Borrower Borrowers shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York California or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower Borrowers and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is a Defaulting Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Lender, including creation of a cash collateral account on terms satisfactory to the Agent or delivery of other security to assure payment of such Defaulting Lender’s Percentage of all outstanding Letter of Credit Obligations; and
(h) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower the Borrowers of the matters set forth in Section 6.02Sections 5.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Credit Agreement (Warby Parker Inc.)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower any Account Party(ies) unless, as of the date of issuance (or renewal or extension) of such Letter of Credit: (a) in the case of any Account Party:
(i) after giving effect to the face amount of the Letter of Credit requestedrequested plus the face amount of all other Letters of Credit of all Account Parties requested on such date (based on the Dollar Amount of any Letter of Credit denominated in any Alternative Currency), plus the aggregate amount of all other Letter of Credit Obligations do then outstanding (using the Current Dollar Equivalent of the undrawn portion of any Letter of Credit denominated in any Alternative Currency), does not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the face amount of the Letter of Credit requested, requested plus the face amount of all other Letters of Credit of any Account Party requested on such date (based on the Dollar Amount of any Letter of Credit Obligations denominated in any Alternative Currency) plus the Dollar Amount of the principal amount of any Advances of the Revolving Credit and of the Swing Line being requested by any Revolving Borrower on such date) does not exceed the Maximum Availability;
(iii) of a Letter of Credit to be denominated in an Alternative Currency, the Dollar Amount of the face amount of such Letter of Credit requested plus the Dollar Amount of the face amount of all other Letters of Credit denominated in any Alternative Currency of any Account Party requested on such date plus the aggregate Dollar Amount of the principal amount of all any Advances of the Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed being requested by Administrative Agent under Section 2.07(f)(iii) any Revolving Borrower in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding any Alternative Currency on such date do does not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfiedMulticurrency Availability;
(iv) if requested by in the Issuing Bankcase of any Permitted Borrower, the Borrower shall have delivered to Dollar Amount of the Issuing Bank at its Issuing Office the face amount of such Letter of Credit Agreement related thereto, together with requested plus the Dollar Amount of the face amount of all other Letters of Credit to be issued for the account of such other documents and materials as may be required pursuant Permitted Borrower requested on such date plus the Dollar Amount of the principal amount of any Advances of the Revolving Credit or of the Swing Line Credit being requested by such Permitted Borrower on such date does not exceed the Permitted Borrower Sublimit applicable to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;Permitted Borrower; and
(v) no orderwhich is a Permitted Borrower, judgment or decree it has complied in all respects with the provisions of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rule, regulation, request or directive (whether or not having the force of law2.1(a) shall prohibit the Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and
(vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.hereof;
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Autocam Corp/Mi)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower Borrowers unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative Agent under Section 2.07(f)(iii3.6(b) hereof in respect of the Borrower’s Borrowers’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least lesser of (A) the Revolving Credit Aggregate Maximum Credit Amounts, Commitment and (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountBase;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, the Borrower issuance of such Letter of Credit;
(d) Borrowers shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York California, Texas or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower Borrowers and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is a Defaulting Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Lender, including creation of a cash collateral account or delivery of other security to assure payment of such Defaulting Lender’s Percentage of all outstanding Letter of Credit Obligations; and
(h) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower Borrowers of the matters set forth in Section 6.026.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Credit Agreement (National Technical Systems Inc /Ca/)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account None of the Borrower unlessFronting Issuing Bank, as of the date of issuance (or renewal or extension) of such Letter Administrative Agent nor any Bank shall have any obligation to issue Letters of Credit, so long as:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(v) no Any order, judgment or decree of any court, governmental authority or arbitrator or Governmental Authority shall purport by its terms purport to enjoin or restrain the Fronting Issuing Bank, the Administrative Agent or any Bank from issuing the such Letter of Credit requestedCredit;
(ii) Any law applicable to such Fronting Issuing Bank, the Administrative Agent or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rule, regulation, Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Fronting Issuing Bank, the Administrative Agent or such Bank shall prohibit the Issuing Bank from issuingprohibit, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrequest that such Fronting Issuing Bank, the Administrative Agent or such Bank refrain from, the issuance of letters of credit generally or such Letter of Credit requested in particular or letters shall impose upon such Fronting Issuing Bank, the Administrative Agent or such Bank with respect to any such Letter of credit generallyCredit any restriction, reserve or capital requirement (for which such Fronting Issuing Bank, the Administrative Agent or such Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Fronting Issuing Bank, the Administrative Agent or such Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Fronting Issuing Bank, the Administrative Agent or such Bank in good xxxxx xxxxx material to it;
(iii) Except as otherwise agreed by such Fronting Issuing Bank or the Administrative Agent, as applicable, such Letter of Credit is in an initial amount less than $1,000,000;
(iv) Such Letter of Credit is to be denominated in a currency other than US Dollars;
(v) Such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; andor
(vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested If such Letter of Credit are locatedis a Fronted Letter of Credit, and (z) no establishment any Bank is a Defaulting Bank, after giving effect to the reallocation of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for such Defaulting Bank’s participation among the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters non-defaulting Banks as set forth in Section 6.02. The Administrative Agent shall be entitled 2.17 to rely on the extent of their respective Commitments, unless the relevant Obligor has delivered cash collateral or the Fronting Issuing Bank has entered into other arrangements with such certification without any duty of inquiryObligor or such Defaulting Bank satisfactory to the Fronting Issuing Bank to eliminate the applicable Fronting Issuing Bank’s risk with respect to such Defaulting Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Jackson Financial Inc.)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative Agent under Section 2.07(f)(iii3.6(a) hereof in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, the issuance of such Letter of Credit;
(d) Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Texas or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (f), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally; and
(g) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02Sections 3.2 (a) and (b) hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account None of the Borrower unlessFronting Issuing Bank, as of the date of issuance (or renewal or extension) of such Letter Administrative Agent nor any Bank shall have any obligation to issue Letters of Credit, so long as:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(v) no Any order, judgment or decree of any court, governmental authority or arbitrator or Governmental Authority shall purport by its terms purport to enjoin or restrain the Fronting Issuing Bank, the Administrative Agent or any Bank from issuing the such Letter of Credit requestedCredit;
(ii) Any law applicable to such Fronting Issuing Bank, the Administrative Agent or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rule, regulation, Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Fronting Issuing Bank, the Administrative Agent or such Bank shall prohibit the Issuing Bank from issuingprohibit, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrequest that such Fronting Issuing Bank, the Administrative Agent or such Bank refrain from, the issuance of letters of credit generally or such Letter of Credit requested in particular or shall impose upon such Fronting Issuing Bank, the Administrative Agent or such Bank with respect to any such Letter of Credit any restriction, reserve or capital requirement (for which such Fronting Issuing Bank, the Administrative Agent or such Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Fronting Issuing Bank, the Administrative Agent or such Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Fronting Issuing Bank, the Administrative Agent or such Bank in good xxxxx xxxxx material to it;
(iii) The issuance of such Letter of Credit would violate one or more policies of such Fronting Issuing Bank, the Administrative Agent or any Bank, as applicable, applicable to letters of credit generally; and;
(iv) Except as otherwise agreed by such Fronting Issuing Bank or the Administrative Agent, as applicable, such Letter of Credit is in an initial amount less than $1,000,000;
(v) Such Letter of Credit is to be denominated in a currency other than US Dollars;
(vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Such Letter of Credit are located, and (z) no establishment of contains any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome provisions for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage automatic reinstatement of the requested stated amount after any drawing thereunder; or
(vii) If such Letter of Credit or letters of credit generally. Each is a Fronted Letter of Credit Agreement submitted Credit, and any Bank is a Defaulting Bank, after giving effect to Issuing Bank pursuant hereto shall constitute the certification by Borrower reallocation of such Defaulting Bank’s participation among the matters non-defaulting Banks as set forth in Section 6.02. The Administrative Agent shall be entitled 2.17 to rely on the extent of their respective Commitment, unless the Company has delivered cash collateral or the Fronting Issuing Bank has entered into other arrangements with the Company or such certification without any duty of inquiryDefaulting Bank satisfactory to the Fronting Issuing Bank to eliminate the applicable Fronting Issuing Bank’s risk with respect to such Defaulting Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Brighthouse Financial, Inc.)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(ia) after giving effect to the Letter of Credit requested, (i) the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount; and (ii) the Aggregate Credit Exposure does not exceed the Revolving Credit Aggregate Commitment;
(iib) after giving effect to the representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit requested, (both before and immediately after the issuance of such Letter of Credit Obligations on such date plus the aggregate amount Credit), other than any representation or warranty that expressly speaks only as of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amounta different date;
(iiic) there is no Default or Event of Default in existence, and none will exist upon the conditions set forth in Section 6.02 have been satisfiedissuance of such Letter of Credit;
(ivd) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be reasonably required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment its participation interest therein in accordance with the terms of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofacquiring a participation in, the Letter of Credit requested or letters of credit generally; and;
(vif) after the Effective Date, there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Texas or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (f), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment acquire its participation interest in accordance with the terms of its Applicable Revolving Credit Percentage of Section 3.6 in the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is a Defaulting Lender, Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Lender, including creation by such Defaulting Lender of a cash collateral account on terms reasonably satisfactory to Administrative Agent or delivery of other security by such Defaulting Lender to assure payment of such Defaulting Lender’s Revolving Credit Percentage of all outstanding Letter of Credit Obligations; and
(h) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.025.2. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower Borrowers unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative the Agent under Section 2.07(f)(iii3.6(c) in respect of the Borrower’s Borrowers’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, issuance of such Letter of Credit;
(d) the Borrower Borrowers shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Texas or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower Borrowers and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (f), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is a Defaulting Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Lender, including creation of a cash collateral account on terms satisfactory to the Agent or delivery of other security to assure payment of such Defaulting Lender’s Percentage of all outstanding Letter of Credit Obligations; and
(h) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower the Borrowers of the matters set forth in Section 6.025.2. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (RetailMeNot, Inc.)
Conditions to Issuance. No Letter of Credit The Floor Plan Agent shall not be issued (including the renewal obligated to enter into or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower issue a Drafting Agreement unless, as of the date of issuance (or renewal or extension) of such Letter of CreditDrafting Agreement:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (Aa) the Aggregate Maximum Credit Amounts, (B) Company or the then applicable Borrowing Base and (C) Floor Plan Borrower requesting the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower Drafting Agreement shall have delivered to the Issuing Bank at Floor Plan Agent not less than ten (10) Business Days prior to the requested date for issuance (or such shorter time as the Floor Plan Agent in its Issuing Office the Letter of Credit Agreement related theretosole discretion may permit), together with a written application and such other documents and materials as may documentation (including without limitation a letter of credit agreement if the Drafting Agreement is to be required pursuant to issued in the terms thereof, form of a letter of credit) and the terms of such documents and of the proposed Letter of Credit Drafting Agreement shall satisfy the terms hereof and otherwise be reasonably satisfactory to the Issuing BankFloor Plan Agent;
(vb) the obligations of the Company and its Subsidiaries set forth in this Agreement and the other Loan Documents to which each is a party are valid, binding and enforceable obligations of such parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by any of the Company or any of its Subsidiaries;
(c) the representations and warranties contained in this Agreement or any other Loan Documents are true in all material respects as if made on such date (unless limited to an earlier date), and both immediately before and immediately after issuance of the Drafting Agreement so requested, no Default or Event of Default has occurred and is continuing;
(d) No order, judgment or decree of any court, arbitrator or Governmental Authority or arbitrator shall purport by its terms purport to enjoin or restrain Issuing Bank the Floor Plan Agent from entering into or issuing such Drafting Agreement; no Requirement of Law applicable to the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), Floor Plan Agent and no law, rule, regulation, request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Floor Plan Agent shall prohibit the Issuing Bank from issuingFloor Plan Agent, or request that the Floor Plan Agent refrain, from issuing or entering into Drafting Agreements generally or such Drafting Agreement in particular or shall impose upon the Floor Plan Agent with respect to such Drafting Agreement any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrestriction, reserve or capital requirement (for which the Letter of Credit requested Floor Plan Agent is not otherwise compensated hereunder) not in effect on the Closing Date, or letters of credit generallyshall impose upon the Floor Plan Agent any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Floor Plan Agent in good faitx xxxxx xxxerial to it (relating to Drafts and Drafting Agreements); and
(vie) there shall have been (x) no introduction of or change in the interpretation of The Floor Plan Agent does not receive written notice from any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit LendersLender, the Borrower and Agent or any Floor Plan Borrower, on or prior to the beneficiary Business Day prior to the requested date of issuance or entry into such Drafting Agreement that one or more of the requested Letter of Credit are located, and applicable conditions contained in Article VIII (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful 2.9) has not been satisfied or unduly burdensome that a Default or Event of Default has occurred and is continuing. Each application for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage a Drafting Agreement issued by a Borrower hereunder shall constitute certification by each of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower Company of the matters set forth in Section 6.02. The Administrative subparagraphs (a) through (d) hereof, and Floor Plan Agent shall be entitled to rely on such certification without any duty of inquiry. Immediately upon the issuance or entering into by the Floor Plan Agent of each Drafting Agreement (except in respect of any Drafting Agreement issued or entered into by the Floor Plan Agent after it has obtained actual knowledge that an Event of Default has occurred and is continuing), each Lender shall be deemed to, and subject to Section 4.6 (relating to a Swing Line Overdraft Loan) hereby irrevocably and unconditionally agrees to purchase from the Floor Plan Agent a participation in such Drafting Agreement and each Draft thereunder in an amount equal to the product of (i) the Pro Rata Share of Floor Plan Loan Commitments of such Lender and (ii) the amount of each Draft presented by a Manufacturer. Notwithstanding the foregoing, the Floor Plan Agent shall take such action as necessary to terminate and suspend all Drafting Agreements effective ten days prior to the Maturity Date then in effect.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower any Account Party(ies) unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) in the case of any Account Party:
(i) after giving effect to the Letter of Credit requested, the outstanding Letter of Credit Obligations do does not exceed the Letter of Credit Maximum Amount;; and
(ii) after giving effect to the Letter of Credit requested, the outstanding Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans including, without duplication, deemed disbursed Advances funded by Administrative Agent under Section 2.07(f)(iii3.6(a) hereof in respect of the Borrower’s Reimbursement ObligationsCompany's or an applicable Account Party's reimbursement obligation hereunder) hereunder requested or outstanding on such date do does not exceed the least lesser of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable (i) Borrowing Base and (Cii) the Revolving Credit Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions obligations of the Loan Parties set forth in Section 6.02 have this Agreement and the other Loan Documents are valid, binding and enforceable obligations of such Loan Parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been satisfieddisputed by the Company;
(ivc) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date (other than any representation or warranty that expressly speaks only as of a different date), and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested by will not violate the Issuing Bankterms and conditions of any contract, agreement or other borrowing of the Borrower relevant Account Party;
(e) the Account Party requesting the Letter of Credit shall have delivered to the Issuing Bank at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(vf) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender Bank from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the or request that Issuing Bank refrain from issuing, or any Revolving Credit Lender Bank refrain from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vig) there shall have been (x) no introduction of or change in the interpretation of any law or regulationregulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Bank to take an assignment of its Percentage of the requested Letter of Credit, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit LendersBanks, the Borrower applicable Account Party and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for materially affecting the extension of credit by banks; and
(h) Issuing Bank to issue or any Revolving Credit Lender to take an assignment shall have received the issuance fees required in connection with the issuance of its Applicable Revolving Credit Percentage of the requested such Letter of Credit or letters of credit generallypursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower the Company and the Account Party of the matters set forth in Section 6.023.2 (a) through (d) hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower Borrowers unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative the Agent under Section 2.07(f)(iii3.6(c) hereof in respect of the Borrower’s Borrowers’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, issuance of such Letter of Credit;
(d) the Borrower Borrowers shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York California or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower Borrowers and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is a Defaulting Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Lender, including creation of a cash collateral account on terms satisfactory to the Agent or delivery of other security to assure payment of such Defaulting Lender’s Percentage of all outstanding Letter of Credit Obligations; and
(h) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower the Borrowers of the matters set forth in Section 6.02Sections 5.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Credit Agreement (Bazaarvoice Inc)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower applicable Borrower(s) unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (1) (i) after giving effect to the US Letter of Credit requested, the US Letter of Credit Obligations do not exceed the US Letter of Credit Maximum Amount;
; and (ii) after giving effect to the US Letter of Credit requested, the US Letter of Credit Obligations on such date plus the aggregate amount of all US Revolving Credit Loans Advances and US Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative the US Agent under Section 2.07(f)(iii3.6.1(c) hereof in respect of the Borrower’s US Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least lesser of (A) the US Revolving Credit Aggregate Maximum Credit Amounts, Commitment and (B) the then applicable US Borrowing Base Base; and (C2) (i) after giving effect to the Canadian Letter of Credit requested, the Canadian Letter of Credit Obligations do not exceed the Canadian Letter of Credit Maximum Amount; and (ii) after giving effect to the Canadian Letter of Credit requested, the Canadian Letter of Credit Obligations on such date plus the aggregate amount of all Canadian Revolving Credit Advances and Canadian Swing Line Advances (including all Advances deemed disbursed by the Canadian Agent under Section 3.6.2(c) hereof in respect of the Canadian Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the lesser of (A) the Canadian Revolving Credit Aggregate Elected Commitment Amountand (B) the then applicable Canadian Borrowing Base;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bankissuance of such Letter of Credit;
(1) with respect to US Letters of Credit, the Borrower US Borrowers shall have delivered to the US Issuing Bank Lender at its US Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the US Issuing Lender, in its sole discretion, may permit), the US Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed US Letter of Credit shall be reasonably satisfactory to US Issuing Lender; and (2) with respect to Canadian Letters of Credit, the Canadian Borrower shall have delivered to Canadian Issuing BankLender at its Canadian Issuing Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Canadian Issuing Lender, in its sole discretion, may permit), the Canadian Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Canadian Letter of Credit shall be reasonably satisfactory to Canadian Issuing Lender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain the applicable Issuing Bank Lender from issuing the Letter of Credit requested, or with respect to US Letters of Credit, any US Revolving Credit Lender from taking an assignment of its Applicable US Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6.1 hereof, and with respect to Canadian Letters of Credit, any Canadian Revolving Credit Lender from taking an assignment of its Canadian Revolving Credit Percentage thereof pursuant to Section 3.6.2 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the US Issuing Bank Lender from issuing, or any the applicable US Revolving Credit Lender from taking an assignment of its Applicable US Revolving Credit Percentage of, the US Letter of Credit requested or letters of credit generally; and, or the Canadian Issuing Lender from issuing, or the applicable Canadian Revolving Credit Lender from taking an assignment of its Canadian Revolving Credit Percentage of, the Canadian Letter of Credit requested or letters of credit generally;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the US Revolving Credit Lenders, the US Borrowers and the beneficiary of the requested US Letter of Credit are located, (iii) no declaration of a general banking moratorium by banking authorities in Canada, Ontario or the respective jurisdictions in which the Canadian Revolving Credit Lenders, the Canadian Borrower and the beneficiary of the requested Canadian Letter of Credit are located, and (ziv) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (f), would make it unlawful or unduly burdensome for the applicable Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is a Defaulting Lender, the applicable Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the applicable Letter of Credit Obligations by such Defaulting Lender, including creation of a cash collateral account on terms satisfactory to the applicable Agent or delivery of other security to assure payment of such Defaulting Lender’s Percentage of all outstanding applicable Letter of Credit Obligations; and
(h) the applicable Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each US Letter of Credit Agreement submitted to US Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower the US Borrowers of the matters set forth in Section 6.02Sections 5.2 hereof and each Canadian Letter of Credit Agreement submitted to Canadian Issuing Lender pursuant hereto shall constitute the certification by the Canadian Borrowers of the matters set forth in Sections 5.2 hereof. The Administrative applicable Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit The Issuing Lender shall be issued (including the renewal under no obligation to issue, amend or extension of reinstate any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Creditif:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(v) no any order, judgment or decree of any court, arbitrator or Governmental Authority or arbitrator shall purport by its terms purport to enjoin or restrain the Issuing Bank Lender from issuing the issuing, amending or reinstating such Letter of Credit requestedCredit, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rulerule or regulation applicable to the Issuing Lender or any request, regulation, request guideline or directive (whether or not having the force of law) shall prohibit from any Governmental Authority with jurisdiction over the Issuing Bank from issuingLender shall prohibit, or any Revolving Credit request that the Issuing Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrefrain from, the issuance, amendment or reinstatement of letters of credit generally or such Letter of Credit requested in particular or letters shall impose upon the Issuing Lender with respect to such Letter of credit generally; andCredit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good fxxxx xxxxx material to it;
(viii) there shall have been the Issuing Lender has received written notice from any Lender, the Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Article VIII is not then satisfied;
(xiii) no introduction of or change in the interpretation expiry date of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are locatedis (A) more than one year after the date of issuance, and (z) no establishment unless the Majority Lenders have approved such expiry date in writing, PROVIDED that a Letter of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome Credit may state that the expiry date thereof may be extended for an additional term as shall be satisfactory to the Issuing Bank to issue Lender (either upon prior notice or automatically) so long as the next succeeding additional term at any time is not more than one year; or (B) after the Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage Expiry Date, unless all of the Lenders have approved such expiry date in writing and such Letter of Credit is fully cash collateralized;
(iv) any requested Letter of Credit does not provide for drafts, or letters is not otherwise in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of credit generally. Each a Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower violate any applicable policies of the matters set forth Issuing Lender; or
(v) such Letter of Credit is denominated in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquirya currency other than dollars.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(ia) after giving effect to the Letter of Credit requested, (i) the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount; and (ii) the Aggregate Revolving Credit Exposure does not exceed the Revolving Credit Aggregate Commitment;
(iib) after giving effect to the representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit requested, (both before and immediately after the issuance of such Letter of Credit Obligations on such date plus the aggregate amount Credit), other than any representation or warranty that expressly speaks only as of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amounta different date;
(iiic) there is no Default or Event of Default in existence, and none will exist upon the conditions set forth in Section 6.02 have been satisfiedissuance of such Letter of Credit;
(ivd) if requested by the Issuing Bank, the Borrower shall have delivered to the applicable Issuing Bank Lender at its Issuing Office Office, no later than 12:00 p.m. (New York time) at least three (3) Business Days prior to the requested date for issuance (or such shorter time as the applicable Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be reasonably required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the applicable Issuing BankLender;
(ve) no order, judgment or decree concurrently with the delivery to the applicable Issuing Lender of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof Agreement pursuant to Section 2.07(f)clause (d) above, and no lawBorrower shall have delivered to Administrative Agent notice of the request for such Letter of Credit in the form attached hereto as Exhibit F or in such other form reasonably acceptable to Administrative Agent, rule, regulation, request or directive (whether or not having the force together with a copy of law) shall prohibit the Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters Agreement delivered to the applicable Issuing Lender in respect of credit generally; and
(vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested such Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.Credit;
Appears in 1 contract
Conditions to Issuance. No Letter of Credit The Issuing Bank shall be issued (including the renewal under no obligation to issue, amend or extension of reinstate any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Creditif:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(v) no any order, judgment or decree of any court, arbitrator or Governmental Authority or arbitrator shall purport by its terms purport to enjoin or restrain the Issuing Bank from issuing the issuing, amending or reinstating such Letter of Credit requestedCredit, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rulerule or regulation applicable to the Issuing Bank or any request, regulation, request guideline or directive (whether or not having the force of law) shall prohibit from any Governmental Authority with jurisdiction over the Issuing Bank from issuingshall prohibit, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrequest that the Issuing Bank refrain from, the issuance, amendment or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it;
(ii) the Issuing Bank has received written notice from any Bank, the Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment or letters reinstatement of credit generallysuch Letter of Credit, that one or more of the applicable conditions contained in Article VIII is not then satisfied;
(iii) the expiry date of any requested Letter of Credit is (A) more than three years after the date of issuance, unless the Majority Banks have approved such expiry date in writing, provided that a Letter of Credit may state that the expiry date thereof is extendible for an additional term as shall be satisfactory to the Issuing Bank (either upon prior notice or automatically) so long as the next succeeding additional term at any time is not more than one year; andor (B) after the Final Maturity Date;
(iv) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to the Issuing Bank;
(v) the issuance, amendment or renewal of a Letter of Credit shall violate any applicable policies of the Issuing Bank;
(vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (z) no establishment is for the purpose of supporting the issuance of any new restrictions letter of credit by any central bank or other Governmental Authority on transactions involving letters Person;
(vii) such Letter of credit or on banks generally thatCredit, in any case described in this Section 2.07(b)(vi)if a Performance Letter of Credit, would make it unlawful or unduly burdensome is to be used for a purpose other than to support the Issuing Bank Borrower's performance obligations under contracts of sale, including obligations under contracts of sale with respect to issue or any Revolving Credit Lender to take an assignment equipment sold by the Borrower pending final acceptance of its Applicable Revolving Credit Percentage of such equipment by the requested buyer; or
(viii) such Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth is denominated in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquirya currency other than Dollars.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower Borrowers unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative Agent under Section 2.07(f)(iii3.6(a) hereof in respect of the Borrower’s Borrowers’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, the Borrower issuance of such Letter of Credit;
(d) Borrowers shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York California or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower Borrowers and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (f), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is an Impaired Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Issuing Lender’s risk with respect to the participation in Letters of Credit by all such Impaired Lenders, including creation of a cash collateral account or delivery of other security to assure payment of such Impaired Lenders Percentage of all outstanding Letter of Credit Obligations; and
(h) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower Borrowers of the matters set forth in Section 6.02Sections 5.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Obagi Medical Products, Inc.)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account None of the Borrower unlessFronting Issuing Bank, as of the date of issuance (or renewal or extension) of such Letter Administrative Agent nor any Bank shall have any obligation to issue Letters of Credit, so long as:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(v) no Any order, judgment or decree of any court, governmental authority or arbitrator or Governmental Authority shall purport by its terms purport to enjoin or restrain the Fronting Issuing Bank, the Administrative Agent or any Bank from issuing the such Letter of Credit requestedCredit;
(ii) Any law applicable to such Fronting Issuing Bank, the Administrative Agent or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rule, regulation, Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Fronting Issuing Bank, the Administrative Agent or such Bank shall prohibit the Issuing Bank from issuingprohibit, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrequest that such Fronting Issuing Bank, the Administrative Agent or such Bank refrain from, the issuance of letters of credit generally or such Letter of Credit requested in particular or letters shall impose upon such Fronting Issuing Bank, the Administrative Agent or such Bank with respect to any such Letter of credit generallyCredit any restriction, reserve or capital requirement (for which such Fronting Issuing Bank, the Administrative Agent or such Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Fronting Issuing Bank, the Administrative Agent or such Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Fronting Issuing Bank, the Administrative Agent or such Bank in good xxxxx xxxxx material to it;
(iii) Except as otherwise agreed by such Fronting Issuing Bank or the Administrative Agent, as applicable, such Letter of Credit is in an initial amount less than $1,000,000;
(iv) Such Letter of Credit is to be denominated in a currency other than US Dollars; and4879-5062-7662v.12
(v) Such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested If such Letter of Credit are locatedis a Fronted Letter of Credit, and (z) no establishment any Bank is a Defaulting Bank, after giving effect to the reallocation of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for such Defaulting Bank’s participation among the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters non-defaulting Banks as set forth in Section 6.02. The Administrative Agent shall be entitled 2.17 to rely on the extent of their respective Commitments, unless the relevant Obligor has delivered cash collateral or the Fronting Issuing Bank has entered into other arrangements with such certification without any duty of inquiryObligor or such Defaulting Bank satisfactory to the Fronting Issuing Bank to eliminate the applicable Fronting Issuing Bank’s risk with respect to such Defaulting Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Jackson Financial Inc.)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(i) after giving effect to the Letter of Credit requested, (A) the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount and (B) the relevant Issuing Bank’s Letter of Credit Obligations do not exceed its Issuing Bank Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(v) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and
(vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth herein and in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower any Account Party(ies) unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(ia) after giving effect to the Letter of Credit requestedrequested (but taking into account any outstanding Letter of Credit to be replaced thereby), the aggregate amount of Letter of Credit Obligations do (calculated on the basis of the Dollar Amount of any Letter of Credit Obligations relating to Letters of Credit denominated in Dollars and the Current Dollar Equivalent of any Letter of Credit Obligations relating to Letters of Credit denominated in an Alternative Currency) does not exceed the Letter of Credit Maximum Amount;
(iib) after giving effect to the Letter of Credit requested, the requested (but taking into account any outstanding Letter of Credit Obligations on such date to be replaced thereby), (i) the aggregate amount of all Letter of Credit Obligations, plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including Advances including, all Loans Advances deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrowerany Account Party’s Reimbursement Obligations, (calculated on the basis of the Dollar Amount of any Advances or Letter of Credit Obligations relating to Letters of Credit in each case denominated in Dollars and the Current Dollar Equivalent of any Advances or Letter of Credit Obligations relating to Letters of Credit denominated in an Alternative Currency) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base Revolving Credit Aggregate Commitment and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(ivii) if requested by the Issuing Banka Permitted Borrower, the aggregate amount of all Letter of Credit Obligations issued for the account of such Permitted Borrower, plus the aggregate amount of all Advances to such Permitted Borrower, in each case calculated on the basis of the Dollar Amount of any Advances or Letter of Credit Obligations relating to Letters of Credit in each case denominated in Dollars and the Current Dollar Equivalent of any Advances or Letter of Credit Obligations relating to Letters of Credit denominated in an Alternative Currency) hereunder requested or outstanding on such date do not exceed the then applicable Permitted Borrower Sublimit;
(c) whenever the Account Party is a Permitted Borrower, it shall not be entitled to request a Letter of Credit hereunder until it has complied in all respects with the provisions of Section 2.1(a) or (b) hereof, as applicable;
(d) the obligations of Borrowers and the Guarantors set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Borrowers and Guarantors and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Borrowers or the Guarantors;
(e) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date (unless such representations and warranties speak as of another date certain), and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(f) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any contract, agreement or other borrowing of the relevant Account Party;
(g) the Account Party requesting the Letter of Credit shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(vh) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the or request that Issuing Bank Lender refrain from issuing, or any Revolving Credit Lender refrain from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vii) there shall have been (x) no introduction of or change in the interpretation of any law or regulationregulation that would make it unlawful or unduly burdensome for Issuing Lender to issue or any Lender to take an assignment of its Percentage of the requested Letter of Credit, (y) no suspension of or material limitation on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower applicable Account Party and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, materially affecting the extension of credit by banks; and
(j) Issuing Lender shall have received the issuance fees required in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for connection with the Issuing Bank to issue or any Revolving Credit Lender to take an assignment issuance of its Applicable Revolving Credit Percentage of the requested such Letter of Credit or letters of credit generallypursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower Company and any other Account Party of the matters set forth in Section 6.023.2 (a) through (f) hereof. The Administrative Agent Issuing Lender shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(ia) after giving effect to the Letter of Credit requested, (i) the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount; and (ii) the Aggregate Credit Exposure does not exceed the Revolving Credit Aggregate Commitment;
(iib) after giving effect to the representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit requested, (both before and immediately after the issuance of such Letter of Credit Obligations on such date plus the aggregate amount Credit), other than any representation or warranty that expressly speaks only as of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amounta different date;
(iiic) there is no Default or Event of Default in existence, and none will exist upon the conditions set forth in Section 6.02 have been satisfiedissuance of such Letter of Credit;
(ivd) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be reasonably required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) concurrently with the delivery to Issuing Lender of the Letter of Credit Agreement pursuant to clause (d) above, Borrower shall have delivered to the Administrative Agent notice of the request for such Letter of Credit in the form attached hereto as Exhibit G or in such other form reasonably acceptable to the Administrative Agent, together with a copy of the Letter of Credit Agreement delivered to the Issuing Lender in respect of such Letter of Credit; MRC Energy Company Credit Agreement
(f) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment its participation interest therein in accordance with the terms of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofacquiring a participation in, the Letter of Credit requested or letters of credit generally; and;
(vig) after the Effective Date, there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Texas or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (f), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment acquire its participation interest in accordance with the terms of its Applicable Revolving Credit Percentage of Section 3.6 in the requested Letter of Credit or letters of credit generally;
(h) if any Revolving Credit Lender is a Defaulting Lender, Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Lender, including creation by such Defaulting Lender of a cash collateral account on terms reasonably satisfactory to Administrative Agent or delivery of other security by such Defaulting Lender to assure payment of such Defaulting Lender’s Revolving Credit Percentage of all outstanding Letter of Credit Obligations; and
(i) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry5.2.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative Agent under Section 2.07(f)(iii3.6(a) hereof in respect of the Borrower’s ’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, the issuance of such Letter of Credit;
(d) Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof; and
(h) if any Revolving Credit Lender is a Defaulting Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Lender, including creation of a cash collateral account on terms satisfactory to Agent or delivery of other security to assure payment of such Defaulting Lender’s Percentage of all outstanding Letter of Credit Obligations. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.025.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Quinstreet, Inc)
Conditions to Issuance. No Letter of Credit It shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account a condition to issuance of the Borrower unless, as of Bonds that the date of issuance (or renewal or extension) of such Letter of CreditOwners be delivered:
(ia) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect An executed copy of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit AmountsAmended and Restated Lease, (B) the then applicable Borrowing Base in form and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be substance reasonably satisfactory to the Issuing BankCity, providing for the payment by RentCo of the RentCo Additional Rent, which Amended and Restated Lease shall be in full force and effect;
(vb) no orderAn executed copy of the OSA, judgment or decree in form and substance reasonably satisfactory to the City, which OSA shall be in full force and effect;
(c) An executed copy of any courtthe Operating Support Account Control Agreement, arbitrator or Governmental Authority in form and substance reasonably satisfactory to the City, which Operating Support Account Control Agreement shall purport by its terms be in full force and effect;
(d) An executed copy of the Bondholder Non-Relocation Agreement, in form and substance reasonably satisfactory to enjoin or restrain Issuing Bank from issuing the Letter of Credit requestedOwners, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), which Bondholder Non-Relocation Agreement shall be in full force and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generallyeffect; and
(vie) there shall have been A certificate of RBE certifying that (xi) no introduction RBE has complied with and has satisfied all requirements precedent to the issuance of or change such Bonds contained in the interpretation Indenture and this Supplemental Indenture and any other agreement or requirement required to be complied with or satisfied by RBE prior to the issuance and delivery of any law or regulationthe Bonds, including, without limitation, delivery to the Owners of the documents set forth in clauses (a) through (d) above and clause (f) below, (yii) no declaration of a general banking moratorium by banking authorities all representations and warranties set forth in the United States, New York or the respective jurisdictions in which the Revolving Credit LendersOSA, the Borrower Operating Support Account Control Agreement and any other certificate or agreement executed by or on behalf of RBE in connection with the beneficiary of the requested Letter of Credit Bonds are locatedtrue and correct in all material respects, and (ziii) RBE is not in default, and no establishment event has occurred which, with the lapse of any new restrictions time, would constitute an event of default by any central bank RBE, under the Indenture, the Amended and Restated Lease, the Project Documents, the OSA or other Governmental Authority on transactions involving letters the Operating Support Account Control Agreement.
(f) Executed copies of credit or on banks generally that, in any case the initial Investment Letters. The opinion described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage 7.8 of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute Master Indenture need not be delivered in connection with the certification by Borrower issuance of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiryBonds hereunder.
Appears in 1 contract
Samples: Supplemental Indenture
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative Agent under Section 2.07(f)(iii3.6(a) hereof in respect of the Borrower’s ’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, the issuance of such Letter of Credit;
(d) Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof; and
(h) if any Revolving Credit Lender is an Impaired Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Issuing Lender’s risk with respect to the participation in Letters of Credit by all such Impaired Lenders, including, without limitation, the creation of a cash collateral account or delivery of other security by the Borrower to assure payment of such Impaired Lender’s Percentage of all outstanding Letter of Credit Obligations. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02Sections 5.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Quinstreet, Inc)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative Agent under Section 2.07(f)(iii3.6(a) hereof in respect of the Borrower’s ' Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Borrowers contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, the issuance of such Letter of Credit;
(d) Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally; and
(g) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02Sections 3.2 (a) and (b) hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Credit Agreement (Englobal Corp)
Conditions to Issuance. No Standby Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower any Account Party(ies) unless, as of the date of issuance (or renewal or extension) of such Standby Letter of Credit:
(a) in the case of any Account Party:
(i) after giving effect to the Standby Letter of Credit requested, the outstanding Letter of Credit Obligations do does not exceed the Letter of Credit Maximum Amount;; and
(ii) after giving effect to the Standby Letter of Credit requested, the outstanding Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans including, without duplication, deemed disbursed Advances funded by Administrative Agent under Section 2.07(f)(iii3.6(a) hereof in respect of the Borrower’s Reimbursement ObligationsCompany's or an applicable Account Party's reimbursement obligation hereunder) hereunder requested or outstanding on such date do does not exceed the least lesser of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base (i) Revolving Credit Aggregate Commitment and (Cii) the Aggregate Elected Commitment AmountBorrowing Base;
(iiib) the conditions obligations of the Loan Parties set forth in Section 6.02 have this Agreement and the other Loan Documents are valid, binding and enforceable obligations of such Loan Parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been satisfieddisputed by the Company;
(ivc) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date (other than any representation or warranty that expressly speaks only as of a different date), and both immediately before and immediately after issuance of the Standby Letter of Credit requested, no Default or Event of Default exists;
(d) the execution of the Letter of Credit Agreement with respect to the Standby Letter of Credit requested by will not violate the Issuing Bankterms and conditions of any contract, agreement or other borrowing of the Borrower relevant Account Party;
(e) the Account Party requesting the Standby Letter of Credit shall have delivered to the Issuing Bank at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Standby Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(vf) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Standby Letter of Credit requested, or any Revolving Credit Lender Bank from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the or request that Issuing Bank refrain from issuing, or any Revolving Credit Lender Bank refrain from taking an assignment of its Applicable Revolving Credit Percentage of, the Standby Letter of Credit requested or letters of credit generally; and;
(vig) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender Bank to take an assignment of its Applicable Revolving Credit Percentage of the requested Standby Letter of Credit, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Revolving Credit Banks, the applicable Account Party and the beneficiary of the requested Standby Letter of Credit are located, and no establishment of any new restrictions by any central bank or other governmental agency or authority on transactions involving letters of credit generallyor on banks materially affecting the extension of credit by banks; and
(h) Issuing Bank shall have received the issuance fees required in connection with the issuance of such Standby Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower the Company and the Account Party of the matters set forth in Section 6.023.2 (a) through (d) hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Credit Agreement (Olympic Steel Inc)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) or increased at the request and for the account of the Borrower any Account Party unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Advances of the Revolving Credit Loans and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative Agent under Section 2.07(f)(iii3.6(a) hereof in respect of the Borrower’s Company’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least lesser of (A) the Revolving Credit Aggregate Maximum Credit Amounts, Commitment and (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountLimitation;
(iiib) the conditions obligations of Company set forth in Section 6.02 have this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been satisfieddisputed by Company;
(ivc) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date, except to the extent such representations and warranties (other than Section 6.12 hereof, which shall be deemed to be remade as of the date of issuance of such Letter of Credit for purposes of this clause (c), notwithstanding the limitation contained therein) are not, by their terms, continuing representations and warranties, but speak only as of a specific date, and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) [the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested by will not violate the Issuing Bankterms and conditions of any contract, agreement or other borrowing of Company][reserved];
(e) the Borrower Account Party requesting the Letter of Credit shall have delivered to the Issuing Bank at its Issuing Office Office, not less than five (5) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankBank and its Issuing Office;
(vf) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender Bank from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the or request that Issuing Bank refrain from issuing, or any Revolving Credit Lender Bank refrain from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vig) there shall have been (x) no introduction of or change in the interpretation of any law or regulationregulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Bank to take an assignment of its Percentage of the requested Letter of Credit (as determined in the sole discretion of Issuing Bank or such Bank, (y) as the case may be), no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit LendersBanks, the Borrower applicable Account Party and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally thatmaterially affecting (as determined by Issuing Bank) the extension of credit by banks;
(h) if any Revolving Credit Bank is a Defaulting Bank, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for the Issuing Bank has entered into arrangements satisfactory to issue or any Revolving Credit Lender it to take an assignment of its Applicable Revolving Credit Percentage of eliminate the requested Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Bank, including, the creation of a cash collateral account in accordance with Section 10.5 or letters delivery of credit generallyother security to assure payment of such Defaulting Bank's Percentage of all outstanding Letter of Credit Obligations; and
(i) Issuing Bank shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower the Company and the Account Party of the matters set forth in Section 6.023.2 (a) through (d) hereof. The Administrative Agent Issuing Bank shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) hereof in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iiiii) the conditions set forth in Section 6.02 have been satisfied;
(iviii) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(viv) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)) hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(viv) there shall have been (xA) no introduction of or change in the interpretation of any law or regulation, (yB) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (zC) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (v), would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(vi) if any Revolving Credit Lender is a Defaulting Lender, the Issuing Bank has entered into arrangements satisfactory to it to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit by all such Defaulting Lender, including, without limitation, the creation of a cash collateral account or delivery of other security by the Borrower to assure payment of such Defaulting Lender’s Applicable Revolving Credit Percentage of all outstanding Letter of Credit Obligations; and
(vii) the Issuing Bank shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 2.07(d) hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.026.02 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower any Account Party unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(ia) after giving effect to the face amount of the Letter of Credit requested, plus the Letter of Credit Obligations do Obligations, does not exceed the Letter of Credit Maximum Amount;
(iib) after giving effect to the face amount of the Letter of Credit requested, plus the aggregate principal amount of all Advances hereunder, plus the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do , does not exceed the least lesser of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base (i) Revolving Credit Aggregate Commitment and (Cii) the Aggregate Elected Commitment AmountBorrowing Base;
(iiic) the conditions obligations of Company and the Guarantors set forth in Section 6.02 have this Agreement and the Loan Documents are valid, binding and enforceable obligations of Company and each of the Guarantors and the valid, binding and enforceable nature of this Agreement and the Loan Documents has not been satisfieddisputed by Company or any of the Guarantors;
(ivd) both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(e) the representations and warranties contained in this Agreement and the Loan Documents are true in all material respects as if made on such date;
(f) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested by will not violate the Issuing Bankterms and conditions of any material contract, agreement or other borrowing of Company or any Guarantor;
(g) the Borrower Account Party requesting the Letter of Credit shall have delivered to the Issuing Bank at its Issuing Office (with a copy sent by Account Party to the Agent), not less than five (5) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankBank and its Issuing Office;
(vh) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the requested Letter of Credit requestedCredit, or any Revolving Credit Lender Bank from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the or request that Issuing Bank refrain from issuing, or any Revolving Credit Lender Bank refrain from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vii) there shall have been (x) no introduction of or change in the interpretation of any law or regulationregulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or for any Bank to take an assignment of its Percentage of the requested Letter of Credit, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit LendersBanks, the Borrower applicable Account Party and the beneficiary of the requested Letter of Credit are locatedlocated (each a "Banking Authority"), and (z) no establishment of any new material restrictions by any central bank or other Governmental Banking Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for materially affecting the issuance of letters of credit by banks; and
(j) Issuing Bank to issue or any Revolving Credit Lender to take an assignment shall have received the issuance fee required in connection with the issuance of its Applicable Revolving Credit Percentage of the requested such Letter of Credit or letters of credit generallypursuant to Section 3.5 hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower the Company and the Account Party of the matters set forth in this Section 6.023.2 (a) through (f). The Administrative Agent Issuing Bank shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(i) (A) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the sum of all Letter of Credit Maximum Amount;
Amounts; and (iiB) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (Ax) the Aggregate Maximum Credit AmountsAmount, (By) the then applicable Borrowing Base and (Cz) the Aggregate Elected Commitment Amount;
(iiiii) the conditions set forth in Section 6.02 have been satisfied;
(iviii) if requested by the an Issuing Bank, the Borrower shall have delivered to the such Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be reasonably required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the such Issuing Bank;
(viv) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)) hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the applicable Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(viv) there shall have been (xA) no introduction of or change in the interpretation of any law or regulation, (yB) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (zC) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi2.07(b)(v), would make it unlawful or unduly burdensome for the applicable Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(vi) if any Revolving Credit Lender is a Defaulting Lender, each Issuing Bank has entered into arrangements reasonably satisfactory to it to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit by any such Defaulting Lender, including, without limitation, the creation of a cash collateral account or delivery of other security by the Borrower to assure payment of such Defaulting Lender’s Applicable Revolving Credit Percentage of all outstanding Letter of Credit Obligations; and
(vii) the applicable Issuing Bank shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 2.07(d). Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Credit Agreement (PDC Energy, Inc.)
Conditions to Issuance. No The obligation of the Bank to issue ---------------------- the Letter of Credit is subject to the following conditions precedent, unless specifically waived in writing by the Bank:
5.1.1 The Bank shall have received all the following, each of which shall be issued in form and substance satisfactory to the Bank:
(including a) manually executed counterparts of the renewal or extension of any Letter of Credit previously issued) at Documents and the request Bond Documents and for the account fees and expenses required by Section 6.1 of the Borrower unless, as of this Agreement to be paid on the date of issuance (or renewal or extension) of such the Letter of Credit:;
(ib) after giving effect a copy of the Articles of Incorporation of the Borrower, as amended, certified by the Secretary of State of New Hampshire, the Bylaws, as amended, of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of the Secretary of State of New Hampshire as to the Borrower's good standing as a corporation duly organized and existing under the laws of the State of New Hampshire;
(c) a copy of the Articles of Incorporation of the Guarantor, as amended, certified by the Secretary of State of Ohio, the Code of Regulations, as amended, of the Guarantor, certified by the Secretary or an Assistant Secretary of the Guarantor, and a certificate of the Secretary of State of Ohio as to the Guarantor's good standing as a corporation duly organized and existing under the laws of the State of Ohio;
(d) copies of such currently effective licenses, permits and approvals of governmental authorities as are necessary to evidence the legal authority of the Borrower to operate the Project;
(e) corporate resolutions in form and substance satisfactory to the Bank and certified to the date of issuance of the Letter of Credit requestedby the Secretary or Assistant Secretary of the Borrower authorizing the Borrower's execution and delivery of the Letter of Credit Documents and the Bond Documents to which it is a party and empowering the signatories thereto to act on behalf of the Borrower;
(f) corporate resolutions in form and substance satisfactory to the Bank and certified to the date of issuance of the Letter of Credit by the Secretary or Assistant Secretary of the Guarantor authorizing the Guarantor's execution and delivery of the Letter of Credit Documents to which it is a party and empowering the signatories thereto to act on behalf of the Guarantor;
(g) all of the opinions, certificates, and other documents specified in, or requested by the Bank, the Issuer, the Placement Agent or the Borrower pursuant to the Bond Placement Agreement;
(h) a written opinion of the Borrower's and Guarantor's counsel, in form and substance satisfactory to the Bank, covering such matters relating to the Borrower, the Guarantor, the Project, the Letter of Credit Obligations do not exceed Documents and the Letter of Credit Maximum AmountBond Documents as may be required by the Bank;
(iii) after giving effect a written opinion of bond counsel, in form and substance satisfactory to the Letter of Credit requestedBank, covering such matters relating to the Letter of Credit Obligations on such date plus Issuer and the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed Bond Documents as may be required by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountBank;
(iiij) a current property survey of the conditions Project Site certified to the Bank and the title insurance company issuing the ALTA Policy prepared by a registered surveyor in conformity with the Bank's survey standards and locating all access roads, easements and other encumbrances set forth in Section 6.02 have been satisfiedthe ALTA Policy;
(ivi) a standard ALTA mortgagee title insurance commitment, in form and substance and issued by a title insurance company satisfactory to the Bank, together with satisfactory evidence of reinsurance of a portion of the title insurance company's obligations under the final policy of title insurance if requested required by the Issuing Bank in its discretion, naming the Bank as insured in a policy amount of not less than $3,565,334 reflecting the Borrower's marketable title in and to the Project Facilities and containing only exceptions acceptable to the Bank; (ii) in the event the title insurance commitment shows restrictive covenants affecting the Project Site, evidence that such restrictive covenants are not now being violated and will not be violated by the development, construction and renovation of the Project Facilities thereon; and (iii) after closing and recording, a final policy of title insurance on the ALTA 1970 (Revised 1984) form naming the Bank as insured, containing no exceptions for filed or unfiled mechanics' or materialmen's liens, the Borrower shall have delivered rights of parties in possession or as to the Issuing Bank at its Issuing Office the Letter matters of Credit Agreement related theretosurvey, together with such other documents endorsements and materials coverages as may from time to time be required by the Bank, and insuring the Mortgage as a valid first lien on the Project, subject only to Permitted Encumbrances, all in conformity to the Bank's title insurance requirements;
(l) certificates of insurance and certified copies of policies in accordance with the Bank's insurance requirements and the other insurance requirements set forth in the Mortgage;
(m) an opinion of counsel acceptable to the Bank, to the effect that, in connection with the offer and sale of the Bonds and the issuance of the Letter of Credit, it is not necessary to register any security under the Securities Act of 1933, as amended, or the securities laws of any State or, if such registration is necessary, that all necessary registrations have been made; and the Bank shall, if requested by the Bank, be supplied with a Blue Sky memorandum in form and content acceptable to the Bank;
(n) current Uniform Commercial Code searches made in such places as the Bank may specify, covering the Borrower, showing no filings relating to, or which could relate to, the tangible and intangible personal property of the Borrower other than those made hereunder and under the Security Documents and Bond Documents;
(o) evidence satisfactory to the Bank that there is satisfactory ingress and egress to the Project Site;
(p) a current "Phase One" environmental report regarding hazardous wastes, toxic materials and other environmental hazards on the Project Site, which report shall be certified by an environmental consultant and shall conform in all respects with the Bank's "Phase One Environmental Report Requirements." If warranted by the Phase One environmental report, the Borrower shall provide a detailed audit of the same matters. Such consultant must appear on the Bank's list of approved environmental consultants or be specifically approved in writing by the Bank;
(q) evidence satisfactory to the Bank indicating that no portion of the Project Site is located in a flood hazard area designated by the U.S. Department of Housing and Urban Development;
(r) receipt with respect to the Project Facilities of (i) evidence that public water, sewer, and other required utilities are available at the Project Site and that the capacities of each such utility are sufficient to adequately service the Project Facilities, (ii) copies of the applicable occupancy permits with respect to the Project and evidence that the Project and its use will comply with all applicable building and other governmental laws, regulations and requirements, and (iii) evidence that the Project Site is finally and unappealably zoned to permit the existing and proposed uses of the Project Site and the Project Facilities;
(s) evidence that the Project Site comprises one or more separate tax parcels;
(t) evidence that, except for approvals available only upon completion of the Project, all approvals required for the development, construction, renovation, equipping, use and operation of the Project have been granted by all governmental authorities having jurisdiction;
(u) an appraisal of the Project Facilities in form and amount acceptable to the Bank on the date of issuance by an MAI appraiser acceptable to the Bank and confirmed by the Bank's review appraiser; and
(v) current financial statements for each of the Borrower and the Guarantor, in form and substance satisfactory to the Bank.
5.1.2 The Bank shall have received confirmation to its satisfaction that the Security Documents and Bond Documents have been duly executed, acknowledged, delivered and recorded or filed as appropriate.
5.1.3 The Bonds shall have been duly executed and delivered, and all of the Bonds shall have been sold and the purchase price for the Bonds received by the Trustee, as required pursuant to the terms thereofBond Documents, and simultaneously with the terms issuance of the proposed Letter of Credit Credit.
5.1.4 The Bank shall be reasonably have received, in form and substance satisfactory to the Issuing Bank;
(v) no order, judgment such additional certificates, documents, consents or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing opinions as the Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and
(vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquirymay reasonably request.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit The Floor Plan Agent shall not be issued (including the renewal obligated to enter into or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower issue a Drafting Agreement unless, as of the date of issuance (or renewal or extension) of such Letter of CreditDrafting Agreement:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (Aa) the Aggregate Maximum Credit Amounts, (B) Company or the then applicable Borrowing Base and (C) Floor Plan Borrower requesting the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower Drafting Agreement shall have delivered to the Issuing Bank at Floor Plan Agent not less than ten (10) Business Days prior to the requested date for issuance (or such shorter time as the Floor Plan Agent in its Issuing Office the Letter of sole discretion may permit), a written application and such other documentation (including without Second Amended and Restated Revolving Credit Agreement related thereto, together with such other documents and materials as may 36 limitation a letter of credit agreement if the Drafting Agreement is to be required pursuant to issued in the terms thereof, form of a letter of credit) and the terms of such documents and of the proposed Letter of Credit Drafting Agreement shall satisfy the terms hereof and otherwise be reasonably satisfactory to the Issuing BankFloor Plan Agent;
(vb) the obligations of the Company and its Subsidiaries set forth in this Agreement and the other Loan Documents to which each is a party are valid, binding and enforceable obligations of such parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by any of the Company or any of its Subsidiaries;
(c) the representations and warranties contained in this Agreement or any other Loan Documents are true in all material respects as if made on such date (unless limited to an earlier date), and both immediately before and immediately after issuance of the Drafting Agreement so requested, no Default or Event of Default has occurred and is continuing;
(d) No order, judgment or decree of any court, arbitrator or Governmental Authority or arbitrator shall purport by its terms purport to enjoin or restrain Issuing Bank the Floor Plan Agent from entering into or issuing such Drafting Agreement; no Requirement of Law applicable to the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), Floor Plan Agent and no law, rule, regulation, request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Floor Plan Agent shall prohibit the Issuing Bank from issuingFloor Plan Agent, or request that the Floor Plan Agent refrain, from issuing or entering into Drafting Agreements generally or such Drafting Agreement in particular or shall impose upon the Floor Plan Agent with respect to such Drafting Agreement any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrestriction, reserve or capital requirement (for which the Letter of Credit requested Floor Plan Agent is not otherwise compensated hereunder) not in effect on the Closing Date, or letters of credit generallyshall impose upon the Floor Plan Agent any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Floor Plan Agent in good faitx xxxxx xxxerial to it (relating to Drafts and Drafting Agreements); and
(vie) there shall have been (x) no introduction of or change in the interpretation of The Floor Plan Agent does not receive written notice from any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit LendersBank, the Borrower and Agent or any Floor Plan Borrower, on or prior to the beneficiary Business Day prior to the requested date of issuance or entry into such Drafting Agreement that one or more of the requested Letter of Credit are located, and applicable conditions contained in Article VIII (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful 2.9) has not been satisfied or unduly burdensome that a Default or Event of Default has occurred and is continuing. Each application for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage a Drafting Agreement issued by a Borrower hereunder shall constitute certification by each of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower Company of the matters set forth in Section 6.02. The Administrative subparagraphs (a) through (d) hereof, and Floor Plan Agent shall be entitled to rely on such certification without any duty of inquiry.. Immediately upon the issuance or entering into by the Floor Plan Agent of each Drafting Agreement (except in respect of any Drafting Agreement issued or entered into by the Floor Plan Agent after it has obtained actual knowledge that an Event of Default has occurred and is continuing), each Bank shall be deemed to, and subject to Section 4.6 (relating to a Swing Line Overdraft Loan) hereby irrevocably and unconditionally agrees to purchase from the Floor Plan Agent a participation in such Drafting Agreement and each Draft thereunder in an amount equal to the product of (i) the Pro Rata Second Amended and Restated Revolving Credit Agreement
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower applicable Borrower(s) unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (1) (i) after giving effect to the US Letter of Credit requested, the US Letter of Credit Obligations do not exceed the US Letter of Credit Maximum Amount;
; and (ii) after giving effect to the US Letter of Credit requested, the US Letter of Credit Obligations on such date plus the aggregate amount of all US Revolving Credit Loans Advances and US Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative the US Agent under Section 2.07(f)(iii3.6(c) hereof in respect of the Borrower’s US Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least lesser of (A) the US Revolving Credit Aggregate Maximum Credit Amounts, Commitment and (B) the then applicable US Borrowing Base Base; and (C2) (i) after giving effect to the Canadian Letter of Credit requested, the Canadian Letter of Credit Obligations do not exceed the Canadian Letter of Credit Maximum Amount; and (ii) after giving effect to the Canadian Letter of Credit requested, the Canadian Letter of Credit Obligations on such date plus the aggregate amount of all Canadian Revolving Credit Advances and Canadian Swing Line Advances (including all Advances deemed disbursed by the Canadian Agent under Section 3.6(c) hereof in respect of the Canadian Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the lesser of (A) the Canadian Revolving Credit Aggregate Elected Commitment Amountand (B) the then applicable Canadian Borrowing Base;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bankissuance of such Letter of Credit;
(1) with respect to US Letters of Credit, the Borrower US Borrowers shall have delivered to the US Issuing Bank Lender at its US Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the US Issuing Lender, in its sole discretion, may permit), the US Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed US Letter of Credit shall be reasonably satisfactory to US Issuing Lender; and (2) with respect to Canadian Letters of Credit, the Canadian Borrower shall have delivered to Canadian Issuing BankLender at its Canadian Issuing Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Canadian Issuing Lender, in its sole discretion, may permit), the Canadian Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Canadian Letter of Credit shall be reasonably satisfactory to Canadian Issuing Lender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain the applicable Issuing Bank Lender from issuing the Letter of Credit requested, or with respect to US Letters of Credit, any US Revolving Credit Lender from taking an assignment of its Applicable US Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and with respect to Canadian Letters of Credit, any Canadian Revolving Credit Lender from taking an assignment of its Canadian Revolving Credit Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the US Issuing Bank Lender from issuing, or any the applicable US Revolving Credit Lender from taking an assignment of its Applicable US Revolving Credit Percentage of, the US Letter of Credit requested or letters of credit generally; and, or the Canadian Issuing Lender from issuing, or the applicable Canadian Revolving Credit Lender from taking an assignment of its Canadian Revolving Credit Percentage of, the Canadian Letter of Credit requested or letters of credit generally;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the US Revolving Credit Lenders, the US Borrowers and the beneficiary of the requested US Letter of Credit are located, (iii) no declaration of a general banking moratorium by banking authorities in Canada, Ontario or the respective jurisdictions in which the Canadian Revolving Credit Lenders, the Canadian Borrower and the beneficiary of the requested Canadian Letter of Credit are located, and (ziv) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the applicable Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is a Defaulting Lender, the applicable Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the applicable Letter of Credit Obligations by such Defaulting Lender, including creation of a cash collateral account on terms satisfactory to the applicable Agent or delivery of other security to assure payment of such Defaulting Lender’s Percentage of all outstanding applicable Letter of Credit Obligations; and
(h) the applicable Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.6 hereof. Each US Letter of Credit Agreement submitted to US Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower the US Borrowers of the matters set forth in Section 6.02Sections 5.2 hereof and each Canadian Letter of Credit Agreement submitted to Canadian Issuing Lender pursuant hereto shall constitute the certification by the Canadian Borrowers of the matters set forth in Sections 5.2 hereof. The Administrative applicable Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit The Floor Plan Agent shall not be issued (including the renewal obligated to enter into or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower issue a Drafting Agreement unless, as of the date of issuance (or renewal or extension) of such Letter of CreditDrafting Agreement:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (Aa) the Aggregate Maximum Credit Amounts, (B) Company or the then applicable Borrowing Base and (C) Floor Plan Borrower requesting the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower Drafting Agreement shall have delivered to the Issuing Bank at Floor Plan Agent not less than ten (10) Business Days prior to the requested date for issuance (or such shorter time as the Floor Plan Agent in its Issuing Office the Letter of Credit Agreement related theretosole discretion may permit), together with a written application and such other documents and materials as may documentation (including without limitation a letter of credit agreement if the Drafting Agreement is to be required pursuant to issued in the terms thereof, form of a letter of credit) and the terms of such documents and of the proposed Letter of Credit Drafting Agreement shall satisfy the terms hereof and otherwise be reasonably satisfactory to the Issuing BankFloor Plan Agent;
(vb) the conditions precedent set forth in Section 8.3 are satisfied;
(c) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms purport to enjoin or restrain Issuing Bank the Floor Plan Agent from entering into or issuing such Drafting Agreement; no Requirement of Law applicable to the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), Floor Plan Agent and no law, rule, regulation, request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Floor Plan Agent shall prohibit the Issuing Bank from issuingFloor Plan Agent, or request that the Floor Plan Agent refrain, from issuing or entering into Drafting Agreements generally or such Drafting Agreement in particular or shall impose upon the Floor Plan Agent with respect to such Drafting Agreement any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrestriction, reserve or capital requirement (for which the Letter of Credit requested Floor Plan Agent is not otherwise compensated hereunder) not in effect on the Closing Date, or letters of credit generallyshall impose upon the Floor Plan Agent any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Floor Plan Agent in good xxxxx xxxxx material to it (relating to Drafts and Drafting Agreements); and
(vid) there shall have been (x) no introduction of or change in the interpretation of Floor Plan Agent does not receive written notice from any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit LendersLender, the Borrower and Agent or any Floor Plan Borrower, on or prior to the beneficiary Business Day prior to the requested date of issuance or entry into such Drafting Agreement, that one or more of the requested Letter of Credit are located, and applicable conditions contained in Article VIII (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful 2.9) has not been satisfied or unduly burdensome that a Default (relating to a Floor Plan Event of Default) or Floor Plan Event of Default has occurred and is continuing. Each application for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage a Drafting Agreement issued by a Floor Plan Borrower hereunder shall constitute certification by each of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute Company and the certification by applicable Floor Plan Borrower of the matters set forth in Section 6.02. The Administrative 2.9(a) and (b), and Floor Plan Agent shall be entitled to rely on such certification without any duty of inquiry. Immediately upon the issuance or entering into by the Floor Plan Agent of each Drafting Agreement (except in respect of any Drafting Agreement issued or entered into by the Floor Plan Agent after it has obtained actual knowledge (as provided in Section 12.14) that a Floor Plan Event of Default has occurred and is continuing), each Floor Plan Lender, subject to Section 4.6 (relating to a Swing Line Overdraft Loan), hereby irrevocably and unconditionally agrees to, and does hereby, purchase from the Floor Plan Agent a participation in such Drafting Agreement and each Draft thereunder in an amount equal to the product of (i) the Pro Rata Share of Floor Plan Loan Commitments of such Floor Plan Lender and (ii) the amount of each Draft presented by a Manufacturer. Notwithstanding the foregoing, the Floor Plan Agent shall take such action as necessary to terminate and suspend all Drafting Agreements effective ten (10) days prior to the Maturity Date, and none of the Borrowers shall be entitled to borrow under any Drafting Agreement after the date that is ten (10) days prior to the Maturity Date. Provided, however, the immediately foregoing sentence is intended only as a limitation to the Borrowers’ ability to borrow under Drafting Agreements and not as an enlargement of the Floor Plan Agent’s obligations hereunder.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions to Issuance. No (a) In addition to any other terms and conditions set forth in this Agreement or in any Letter of Credit Agreement, no Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower by Bank pursuant hereto, unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(ib) with respect to any Standby Letters of Credit requested, both before and after giving effect to the Letter of Credit requestedissuance thereof, the Letter of Credit Obligations do Reserve on such date with respect to Standby Letters of Credit does not exceed the Letter of Credit Maximum AmountAmount (Standby);
(iic) with respect to any Xxxxx Fargo Letters of Credit requested, both before and after giving effect to the issuance thereof, the Letter of Credit Reserve on such date with respect to the Xxxxx Fargo Letters of Credit does not exceed the Letter of Credit Maximum Amount (Xxxxx Fargo);
(d) with respect to any Commercial Letters of Credit requested, both before and after giving effect to the issuance thereof, the Letter of Credit Reserve on such date with respect to Commercial Letters of Credit does not exceed the Letter of Credit Maximum Amount (Commercial);
(e) both before and after giving effect to the issuance of the Letter of Credit so requested, the Letter of Credit Obligations Reserve on such date date, plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder Advances requested or outstanding on such date (including, without duplication, any deemed Advances funded by Bank under Section 3.5 and 4.3 in respect of the Company’s reimbursement obligations thereof), plus the aggregate unpaid face amount of all outstanding Acceptances on such date, do not exceed the least Revolving Credit Aggregate Commitment;
(f) with respect to any Standby Letters of Credit and Xxxxx Fargo Letters of Credit requested, both before and after giving effect to the issuance thereof, the Letter of Credit Reserve on such date with respect to Standby Letters of Credit and Xxxxx Fargo Letters of Credit, plus the aggregate amount of all Advances requested or outstanding on such date (A) including, without duplication, any deemed Advances funded by Bank under Section 3.5 and 4.3 in respect of the Aggregate Maximum Credit AmountsCompany’s reimbursement obligations thereof), (B) plus the aggregate unpaid face amount of all outstanding Acceptances on such date, do not exceed the lesser of the then applicable Borrowing Base (i) Revolving Credit Aggregate Commitment and (Cii) the Aggregate Elected Commitment AmountBorrowing Base;
(iiig) both immediately before and after the conditions issuance of such Letter of Credit, the obligations of Company set forth in Section 6.02 have been satisfiedthis Agreement, the applicable Letter of Credit Agreement, and in any of the other Loan Documents to which Company is a party or by which it is otherwise bound shall be valid, binding and enforceable obligations of Company;
(ivh) both before and after issuance of the Letter of Credit so requested, no Default or Event of Default shall have occurred and be continuing or exist;
(i) each of the representations and warranties made by Company in this Agreement and the other Loan Documents to which it is a party or by which it is otherwise bound shall be true and correct in all material respects as if made on and as of such date;
(j) the execution of the Letter of Credit Agreement with respect to the Letter of Credit so requested by will not violate the Issuing Bankterms and conditions of any contract, the Borrower agreement, indenture or other borrowing of Company;
(k) Company shall have delivered to Bank, not less than five (5) Business Days prior to the Issuing Bank at its Issuing Office requested date for issuance of such requested Letter of Credit, the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereofthereof or as Bank may otherwise reasonably require, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankBank in its sole discretion;
(vl) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport purport, by its terms terms, to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)Credit, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing or request that Bank refrain from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, issuing the Letter of Credit requested or letters of credit generally; and;
(vii) there shall have been (x) no introduction of or any change in the interpretation of any law or regulationregulation that would make it unlawful for Bank to issue the requested Letter of Credit, (yii) there shall have been no declaration of a general banking moratorium by banking authorities in the United StatesStates of America, New York the State of Michigan, or any of the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and Company or the beneficiary of the requested Letter of Credit is/are located, and (ziii) there shall have been no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, materially affecting the extension of credit by banks; and
(n) Bank shall have received the issuance and other fees required in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for connection with the Issuing Bank to issue or any Revolving Credit Lender to take an assignment issuance of its Applicable Revolving Credit Percentage of the requested such Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted pursuant to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry4.8 hereof.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit (other than any Existing Specified Letter of Credit) shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(i) after giving effect to the Letter of Credit requested, (A) the Letter of Credit Obligations do not exceed the Letter of Credit Maximum AmountAmount and (B) each Issuing Bank’s individual Letter of Credit Obligations do not exceed such Issuing Bank’s Letter of Credit Sublimit without the consent of such Issuing Bank;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iviii) if requested by the an Issuing Bank, the Borrower shall have delivered to the such Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be reasonably required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the such Issuing Bank;
(viv) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)) hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the applicable Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(viv) there shall have been (xA) no introduction of or change in the interpretation of any law or regulation, (yB) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (zC) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi2.07(b)(v), would make it unlawful or unduly burdensome for the applicable Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(vi) if any Revolving Credit Lender is a Defaulting Lender, each Issuing Bank has entered into arrangements reasonably satisfactory to it to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit by any such Defaulting Lender, including, without limitation, the creation of a cash collateral account or delivery of other security by the Borrower to assure payment of such Defaulting Lender’s Applicable Revolving Credit Percentage of all outstanding Letter of Credit Obligations;
(vii) the applicable Issuing Bank shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 2.07(d); and
(viii) the issuance, extension or amendment of such Letter of Credit would not violate one or more policies of such Issuing Bank applicable to letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account None of the Borrower unlessFronting Issuing Bank, as of the date of issuance (or renewal or extension) of such Letter Administrative Agent nor any Bank shall have any obligation to issue Letters of Credit, so long as:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(v) no Any order, judgment or decree of any court, governmental authority or arbitrator or Governmental Authority shall purport by its terms purport to enjoin or restrain the Fronting Issuing Bank, the Administrative Agent or any Bank from issuing the such Letter of Credit requestedCredit;
(ii) Any law applicable to such Fronting Issuing Bank, the Administrative Agent or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rule, regulation, Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Fronting Issuing Bank, the Administrative Agent or such Bank shall prohibit the Issuing Bank from issuingprohibit, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrequest that such Fronting Issuing Bank, the Administrative Agent or such Bank refrain from, the issuance of letters of credit generally or such Letter of Credit requested in particular or letters shall impose upon such Fronting Issuing Bank, the Administrative Agent or such Bank with respect to any such Letter of credit generallyCredit any restriction, reserve or capital requirement (for which such Fronting Issuing Bank, the Administrative Agent or such Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Fronting Issuing Bank, the Administrative Agent or such Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Fronting Issuing Bank, the Administrative Agent or such Bank in good xxxxx xxxxx material to it;
(iii) [reserved];
(iv) Except as otherwise agreed by such Fronting Issuing Bank or the Administrative Agent, as applicable, such Letter of Credit is in an initial amount less than $1,000,000; and4868-9081-7618 v.9
(v) Such Letter of Credit is to be denominated in a currency other than US Dollars;
(vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Such Letter of Credit are located, and (z) no establishment of contains any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome provisions for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage automatic reinstatement of the requested stated amount after any drawing thereunder; or
(vii) If such Letter of Credit or letters of credit generally. Each is a Fronted Letter of Credit Agreement submitted Credit, and any Bank is a Defaulting Bank, after giving effect to Issuing Bank pursuant hereto shall constitute the certification by Borrower reallocation of such Defaulting Bank’s participation among the matters non-defaulting Banks as set forth in Section 6.02. The Administrative Agent shall be entitled 2.17 to rely on the extent of their respective Commitment, unless the relevant Subsidiary Account Party has delivered cash collateral or the Fronting Issuing Bank has entered into other arrangements with the relevant Subsidiary Account Party or such certification without any duty of inquiryDefaulting Bank satisfactory to the Fronting Issuing Bank to eliminate the applicable Fronting Issuing Bank’s risk with respect to such Defaulting Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Equitable Holdings, Inc.)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower any Account Party(ies) unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(ia) after giving effect to the Letter of Credit requestedrequested (but taking into account any outstanding Letter of Credit to be replaced thereby), the aggregate amount of Letter of Credit Obligations do (calculated on the basis of the Dollar Amount of any Letter of Credit Obligations relating to Letters of Credit denominated in Dollars and the Current Dollar Equivalent of any Letter of Credit Obligations relating to Letters of Credit denominated in an Alternative Currency) does not exceed the Letter of Credit Maximum Amount;
(iib) after giving effect to the Letter of Credit requested, the requested (but taking into account any outstanding Letter of Credit Obligations on such date to be replaced thereby), (i) the aggregate amount of all Letter of Credit Obligations, plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including Advances including, all Loans Advances deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrowerany Account Party’s Reimbursement Obligations, (calculated on the basis of the Dollar Amount of any Advances or Letter of Credit Obligations relating to Letters of Credit in each case denominated in Dollars and the Current Dollar Equivalent of any Advances or Letter of Credit Obligations relating to Letters of Credit denominated in an Alternative Currency) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base Revolving Credit Aggregate Commitment and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(ivii) if requested by the Issuing Banka Permitted Borrower, the aggregate amount of all Letter of Credit Obligations issued for the account of such Permitted Borrower, plus the aggregate amount of all Advances to such Permitted Borrower, in each case calculated on the basis of the Dollar Amount of any Advances or Letter of Credit Obligations relating to Letters of Credit in each case denominated in Dollars and the Current Dollar Equivalent of any Advances or Letter of Credit Obligations relating to Letters of Credit denominated in an Alternative Currency) hereunder requested or outstanding on such date do not exceed the then applicable Permitted Borrower Sublimit;
(c) whenever the Account Party is a Permitted Borrower, it shall not be entitled to request a Letter of Credit hereunder until it has complied in all respects with the provisions of Section 2.1(a) or (b) hereof, as applicable;
(d) the obligations of Borrowers and the Guarantors set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Borrowers and Guarantors and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Borrowers or the Guarantors;
(e) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date (unless such representations and warranties speak as of another date certain), and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(f) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any contract, agreement or other borrowing of the relevant Account Party;
(g) the Account Party requesting the Letter of Credit shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(vh) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the or request that Issuing Bank Lender refrain from issuing, or any Revolving Credit Lender refrain from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vii) there shall have been (x) no introduction of or change in the interpretation of any law or regulationregulation that would make it unlawful or unduly burdensome for Issuing Lender to issue or any Revolving Credit Lender to take an assignment of its Revolving Credit Percentage of the requested Letter of Credit, (y) no suspension of or material limitation on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower applicable Account Party and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, materially affecting the extension of credit by banks; and
(j) Issuing Lender shall have received the issuance fees required in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for connection with the Issuing Bank to issue or any Revolving Credit Lender to take an assignment issuance of its Applicable Revolving Credit Percentage of the requested such Letter of Credit or letters of credit generallypursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower Company and any other Account Party of the matters set forth in Section 6.023.2 (a) through (f) hereof. The Administrative Agent Issuing Lender shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Conduit Investor or Committed Note Purchaser has any obligation to acquire the Series 2010-1 Notes hereunder on the Series 2010-1 Closing Date unless:
(a) the Base Indenture, the Series 2010-1 Supplement and each other Series 2010-1 Related Document shall be in full force and effect as of the Series 2010-1 Closing Date;
(b) as of the Series 2010-1 Closing Date, each Funding Agent shall have received copies of (i) the Certificate of Incorporation and By-Laws of Zipcar and the certificate of formation and limited liability company agreement of ZVF certified by the Secretary of State of the state of organization, as the case may be, (ii) board of directors resolutions of ZVF and Zipcar with respect to the transactions contemplated by the Series 2010-1 Supplement and this Agreement, (iii) an incumbency certificate of ZVF and Zipcar, each certified by the secretary or equivalent officer of the related entity in form and substance reasonably satisfactory to the Administrative Agent, (iv) with respect to Zipcar, certificates of good standing from the Secretary of State of the States of Delaware and Massachusetts and (v) with respect to ZVF, a certificate of good standing from the Secretary of State of the State of Delaware;
(c) as of the Series 2010-1 Closing Date, each Conduit Investor and each Committed Note Purchaser shall have received opinions of counsel (i) from Xxxxxx & Xxxxxxx LLP, or other counsel acceptable to the Conduit Investors and the Committed Note Purchasers, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request (including, without limitation, regarding non-consolidation, true lease and UCC security interest matters, vehicle security interest matters for the states of New York and California, tax, general corporate matters, enforceability, required consents and no-conflicts), (ii) counsel to ZVF which may be Xxxxxxxx, Xxxxxx & Finger LLP or other counsel acceptable to the Conduit Investors and the Committed Note Purchasers with respect to certain corporate and bankruptcy matters under Delaware law, (iii) from counsel to the Trustee acceptable to the Conduit Investors and the Committed Note Purchasers with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request, (iv) from counsel to each Series 2010-1 Letter of Credit Provider, if any, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request, (v) from Massachusetts counsel to ZVF, which may be issued (including Xxxxxx Xxxxxx Xxxxxxxxx Xxxx & Xxxx LLP or other counsel acceptable to the renewal or extension of any Letter of Credit previously issued) at Conduit Investors and the request and Committed Note Purchasers with respect to vehicle security interest matters for the account state of Massachusetts, (vi) from in-house counsel for Zipcar with respect to absence of litigation and no conflicts with material agreements and (viii) from counsel to the Borrower unless, Back-Up Administrator with respect to certain corporate matters;
(d) as of the date Series 2010-1 Closing Date, each Conduit Investor and each Committed Note Purchaser shall have received copies of issuance (or renewal or extensionthe documents specified in Section 2.2(b) of the Base Indenture relating to the issuance of the Series 2010-1 Notes;
(e) as of the Series 2010-1 Closing Date, all conditions to the issuance of the Series 2010-1 Notes under the Series 2010-1 Supplement and under Section 2.2 of the Base Indenture shall have been satisfied or waived;
(f) as of the Series 2010-1 Closing Date, the Administrative Agent shall have received a written search report listing all effective financing statements that name ZVF or Zipcar as debtor or assignor and that are filed in the State of Delaware and in any other jurisdiction that the Administrative Agent determines is necessary or appropriate, together with copies of such Letter financing statements, and tax and judgment lien searches showing no such liens that are not permitted by the Base Indenture, the Series 2010-1 Supplement, this Agreement or the other Related Documents;
(g) the Collection Account and each of Credit:the Series 2010-1 Designated Accounts shall have been established in accordance with the Base Indenture and the Series 2010-1 Supplement;
(i) after giving effect to the Letter Administrative Agent shall have received an Officer’s Certificate from each of Credit requestedZVF and Zipcar, Inc. stating that all representations and warranties made by it in each of the Letter of Credit Obligations do not exceed the Letter of Credit Maximum AmountRelated Documents are true and correct;
(iij) after giving effect each Funding Agent shall have received on or prior to the Letter Series 2010-1 Closing Date, to the extent required, evidence satisfactory to it that the acquisition by the Conduit Investor in its Investor Group of Credit requestedSeries 2010-1 Notes will not, the Letter in and of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) itself, result in respect a reduction or withdrawal of the Borrowerrating of such Conduit Investor’s Reimbursement Obligations) hereunder requested or outstanding on commercial paper notes by any nationally recognized rating agency rating such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amountcommercial paper notes;
(iiik) the conditions set forth in Section 6.02 Administrative Agent shall have been satisfiedreceived an officer’s certificate from the Back-Up Disposition Agent regarding certain corporate matters;
(ivl) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(v) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and
(vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.have received all other closing deliverables as it shall reasonably request;
Appears in 1 contract
Samples: Note Purchase Agreement (Zipcar Inc)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative Agent under Section 2.07(f)(iii3.6(a) hereof in respect of the Borrower’s ’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, the issuance of such Letter of Credit;
(d) Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally; and
(g) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02Sections 5.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Quinstreet, Inc)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the sum of (x) the aggregate principal amount of all Revolving Credit Loans Advances and Swing Line Loans Advances on such date (including all Loans Advances deemed disbursed by Administrative Agent under Section 2.07(f)(iii3.6(a) in respect of the Borrower’s ’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least lesser of (A) the Revolving Credit Aggregate Maximum Credit Amounts, Commitment and (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountBase;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, the issuance of such Letter of Credit;
(d) Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is a Defaulting Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Lender, including creation of a cash collateral account on terms satisfactory to the Agent and Borrower or delivery of other security to assure payment of such Defaulting Lender’s Percentage of all outstanding Letter of Credit Obligations; and
(h) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02Sections 5.2. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Credit Agreement (Universal Truckload Services, Inc.)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative Agent under Section 2.07(f)(iii3.6(c) hereof in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date date, plus the Foreign A/R Insurance Reserve do not exceed the least lesser of (A) the Revolving Credit Aggregate Maximum Credit Amounts, Commitment and (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountBase;
(iiib) the conditions set forth representations and warranties of Intcomex, Borrower and the Subsidiary Guarantors contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, the issuance of such Letter of Credit;
(d) Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is an Impaired Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Issuing Lender’s risk with respect to the participation in Letters of Credit by all such Impaired Lenders, including, without limitation, the creation of a cash collateral account or delivery of other security by the Borrower to assure payment of such Impaired Lender’s Percentage of all outstanding Letter of Credit Obligations; and
(h) Issuing Lender shall have received the fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02Sections 5.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative the Agent under Section 2.07(f)(iii3.6(c) hereof in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date date, do not exceed the least lesser of (A) the Revolving Credit Aggregate Maximum Credit Amounts, Commitment and (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountBase;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, issuance of such Letter of Credit;
(d) the Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York California or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is a Defaulting Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Lender, including creation of a cash collateral account on terms satisfactory to the Agent or delivery of other security to assure payment of such Defaulting Lender’s Percentage of all outstanding Letter of Credit Obligations; and
(h) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by the Borrower of the matters set forth in Section 6.02Sections 5.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Neophotonics Corp)
Conditions to Issuance. No Letter of Credit The Floor Plan Agent shall not be issued (including the renewal obligated to enter into or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower issue a Drafting Agreement unless, as of the date of issuance (or renewal or extension) of such Letter of CreditDrafting Agreement:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (Aa) the Aggregate Maximum Credit Amounts, (B) Company or the then applicable Borrowing Base and (C) Floor Plan Borrower requesting the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower Drafting Agreement shall have delivered to the Issuing Bank at Floor Plan Agent not less than ten (10) Business Days prior to the requested date for issuance (or such shorter time as the Floor Plan Agent in its Issuing Office the Letter of Credit Agreement related theretosole discretion may permit), together with a written application and such other documents and materials as may documentation (including without limitation a letter of credit agreement if the Drafting Agreement is to be required pursuant to issued in the terms thereof, form of a letter of credit) and the terms of such documents and of the proposed Letter of Credit Drafting Agreement shall satisfy the terms hereof and otherwise be reasonably satisfactory to the Issuing BankFloor Plan Agent;
(vb) the conditions precedent set forth in Section 8.3 are satisfied;
(c) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms purport to enjoin or restrain Issuing Bank the Floor Plan Agent from entering into or issuing such Drafting Agreement; no Requirement of Law applicable to the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), Floor Plan Agent and no law, rule, regulation, request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Floor Plan Agent shall prohibit the Issuing Bank from issuingFloor Plan Agent, or request that the Floor Plan Agent refrain, from issuing or entering into Drafting Agreements generally or such Drafting Agreement in particular or shall impose upon the Floor Plan Agent with respect to such Drafting Agreement any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrestriction, reserve or capital requirement (for which the Letter of Credit requested Floor Plan Agent is not otherwise compensated hereunder) not in effect on the Closing Date, or letters of credit generallyshall impose upon the Floor Plan Agent any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Floor Plan Agent in good xxxxx xxxxx material to it (relating to Drafts and Drafting Agreements); and
(vid) there shall have been (x) no introduction of or change in the interpretation of Floor Plan Agent does not receive written notice from any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit LendersLender, the Borrower and Agent or any Floor Plan Borrower, on or prior to the beneficiary Business Day prior to the requested date of issuance or entry into such Drafting Agreement that one or more of the requested Letter of Credit are located, and applicable conditions contained in Article VIII (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful 2.9) has not been satisfied or unduly burdensome that a Default (relating to a Floor Plan Event of Default) or Floor Plan Event of Default has occurred and is continuing. Each application for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage a Drafting Agreement issued by a Floor Plan Borrower hereunder shall constitute certification by each of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute Company and the certification by applicable Floor Plan Borrower of the matters set forth in Section 6.02. The Administrative 2.9(a) and (b), and Floor Plan Agent shall be entitled to rely on such certification without any duty of inquiry. Immediately upon the issuance or entering into by the Floor Plan Agent of each Drafting Agreement (except in respect of any Drafting Agreement issued or entered into by the Floor Plan Agent after it has obtained actual knowledge that a Floor Plan Event of Default has occurred and is continuing), each Floor Plan Lender, subject to Section 4.6 (relating to a Swing Line Overdraft Loan), hereby irrevocably and unconditionally agrees to, and does hereby, purchase from the Floor Plan Agent a participation in such Drafting Agreement and each Draft thereunder in an amount equal to the product of (i) the Pro Rata Share of Floor Plan Loan Commitments of such Floor Plan Lender and (ii) the amount of each Draft presented by a Manufacturer. Notwithstanding the foregoing, the Floor Plan Agent shall take such action as necessary to terminate and suspend all Drafting Agreements effective ten (10) days prior to the Maturity Date, and none of the Borrowers shall be entitled to borrow under any Drafting Agreement after the date that is ten (10) days prior to the Maturity Date. Provided, however, the immediately foregoing sentence is intended only as a limitation to the Borrowers’ ability to borrow under Drafting Agreements and not as an enlargement of the Floor Plan Agent’s obligations hereunder.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions to Issuance. No Letter of Credit The Issuing Lender shall be issued (including the renewal under no obligation to issue, amend or extension of reinstate any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Creditif:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(v) no any order, judgment or decree of any court, arbitrator or Governmental Authority or arbitrator shall purport by its terms purport to enjoin or restrain the Issuing Bank Lender from issuing the issuing, amending or reinstating such Letter of Credit requestedCredit, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rulerule or regulation applicable to the Issuing Lender or any request, regulation, request guideline or directive (whether or not having the force of law) shall prohibit from any Governmental Authority with jurisdiction over the Issuing Bank from issuingLender shall prohibit, or any Revolving Credit request that the Issuing Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrefrain from, the issuance, amendment or reinstatement of letters of credit generally or such Letter of Credit requested in particular or letters shall impose upon the Issuing Lender with respect to such Letter of credit generally; andCredit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Amendment Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment Closing Date and which the Issuing Lender in good fxxxx xxxxx material to it;
(viii) there shall have been the Issuing Lender has received written notice from any Lender, the Agent or the Borrower, at least one Business Day prior to the requested date of issuance, amendment or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Article VIII is not then satisfied;
(xiii) no introduction of or change in the interpretation expiry date of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are locatedis (A) more than one year after the date of issuance, and (z) no establishment unless the Majority Lenders have approved such expiry date in writing, provided that a Letter of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome Credit may state that the expiry date thereof may be extended for an additional term as shall be satisfactory to the Issuing Bank to issue Lender (either upon prior notice or automatically) so long as the next succeeding additional term at any time is not more than one year; or (B) after the Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage Expiry Date, unless all of the Lenders have approved such expiry date in writing and such Letter of Credit is fully cash collateralized;
(iv) any requested Letter of Credit does not provide for drafts, or letters is not otherwise in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of credit generally. Each a Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower violate any applicable policies of the matters set forth Issuing Lender; or
(v) such Letter of Credit is denominated in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquirya currency other than dollars.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative Agent under Section 2.07(f)(iii3.6(a) hereof in respect of the Borrower’s ’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least lesser of (A) the Revolving Credit Aggregate Maximum Credit Amounts, Commitment and (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountBase;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, the issuance of such Letter of Credit;
(d) Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is a Defaulting Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Lender, including creation of a cash collateral account or delivery of other security to assure payment of such Defaulting Lender’s Percentage of all outstanding Letter of Credit Obligations; and
(h) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02Sections 5.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (LINC Logistics Co)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative Agent the Bank under Section 2.07(f)(iii3.5(b) hereof in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Revolving Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, issuance of such Letter of Credit;
(d) the Borrower shall have delivered to the Issuing Bank at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, issuing the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York California or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally; and
(g) Bank shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by the Borrower of the matters set forth in Section 6.024.2 hereof. The Administrative Agent Bank shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit The Floor Plan Agent shall not be issued (including the renewal obligated to enter into or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower issue a Drafting Agreement unless, as of the date of issuance (or renewal or extension) of such Letter of CreditDrafting Agreement:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (Aa) the Aggregate Maximum Credit Amounts, (B) Company or the then applicable Borrowing Base and (C) Floor Plan Borrower requesting the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower Drafting Agreement shall have delivered to the Issuing Bank at Floor Plan Agent not less than ten (10) Business Days prior to the requested date for issuance (or such shorter time as the Floor Plan Agent in its Issuing Office the Letter of Credit Agreement related theretosole discretion may permit), together with a written application and such other documents and materials as may documentation (including without limitation a letter of credit agreement if the Drafting Agreement is to be required pursuant to issued in the terms thereof, form of a letter of credit) and the terms of such documents and of the proposed Letter of Credit Drafting Agreement shall satisfy the terms hereof and otherwise be reasonably satisfactory to the Issuing BankFloor Plan Agent;
(vb) the conditions precedent set forth in Section 8.3 are satisfied;
(c) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms purport to enjoin or restrain Issuing Bank the Floor Plan Agent from entering into or issuing such Drafting Agreement; no Requirement of Law applicable to the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), Floor Plan Agent and no law, rule, regulation, request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Floor Plan Agent shall prohibit the Issuing Bank from issuingFloor Plan Agent, or request that the Floor Plan Agent refrain, from issuing or entering into Drafting Agreements generally or such Drafting Agreement in particular or shall impose upon the Floor Plan Agent with respect to such Drafting Agreement any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrestriction, reserve or capital requirement (for which the Letter of Credit requested Floor Plan Agent is not otherwise compensated hereunder) not in effect on the Closing Date, or letters of credit generallyshall impose upon the Floor Plan Agent any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Floor Plan Agent in good xxxxx xxxxx material to it (relating to Drafts and Drafting Agreements); and
(vid) there shall have been (x) no introduction of or change in the interpretation of Floor Plan Agent does not receive written notice from any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit LendersLender, the Borrower and Agent or any Floor Plan Borrower, on or prior to the beneficiary Business Day prior to the requested date of issuance or entry into such Drafting Agreement that one or more of the requested Letter of Credit are located, and applicable conditions contained in ARTICLE VIII (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful 2.9) has not been satisfied or unduly burdensome that a Default (relating to a Floor Plan Event of Default) or Floor Plan Event of Default has occurred and is continuing. Each application for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage a Drafting Agreement issued by a Floor Plan Borrower hereunder shall constitute certification by each of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute Company and the certification by applicable Floor Plan Borrower of the matters set forth in Section 6.02. The Administrative 2.9(a) and (b), and Floor Plan Agent shall be entitled to rely on such certification without any duty of inquiry. Immediately upon the issuance or entering into by the Floor Plan Agent of each Drafting Agreement (except in respect of any Drafting Agreement issued or entered into by the Floor Plan Agent after it has obtained actual knowledge that a Floor Plan Event of Default has occurred and is continuing), each Floor Plan Lender, subject to Section 4.6 (relating to a Swing Line Overdraft Loan), hereby irrevocably and unconditionally agrees to, and does hereby, purchase from the Floor Plan Agent a participation in such Drafting Agreement and each Draft thereunder in an amount equal to the product of (i) the Pro Rata Share of Floor Plan Loan Commitments of such Floor Plan Lender and (ii) the amount of each Draft presented by a Manufacturer. Notwithstanding the foregoing, the Floor Plan Agent shall take such action as necessary to terminate and suspend all Drafting Agreements effective ten (10) days prior to the Maturity Date, and none of the Borrowers shall be entitled to borrow under any Drafting Agreement after the date that is ten (10) days prior to the Maturity Date. Provided, however, the immediately foregoing sentence is intended only as a limitation to the Borrowers’ ability to borrow under Drafting Agreements and not as an enlargement of the Floor Plan Agent’s obligations hereunder.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions to Issuance. No The obligation of the Bank to issue the ---------------------- Letter of Credit is subject to the following conditions precedent, unless specifically waived in writing by the Bank:
5.1.1 The Bank shall have received all the following, each of which shall be issued in form and substance satisfactory to the Bank:
(including a) manually executed counterparts of the renewal or extension of any Letter of Credit previously issued) at Documents and the request Bond Documents and for the account fees and expenses required by Section 6.1 of the Borrower unless, as of this Agreement to be paid on the date of issuance (or renewal or extension) of such the Letter of Credit:;
(ib) after giving effect a copy of the Articles of Incorporation of the Borrower, as amended, certified by the Secretary of State of Ohio, the Code of Regulations, as amended, of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower, a certificate of the Secretary of State of Ohio as to the Borrower's good standing as a corporation duly organized and existing under the laws of the State of Ohio, and a certificate of the Secretary of State of Colorado as to the authorization of the Borrower to do business as a foreign corporation in the State of Colorado;
(c) copies of such currently effective licenses, permits and approvals of governmental authorities as are necessary to evidence the legal authority of the Borrower to operate the Project;
(d) corporate resolutions in form and substance satisfactory to the Bank and certified to the date of issuance of the Letters of Credit by the Secretary or Assistant Secretary of the Borrower authorizing the Borrower's execution and delivery of the Letter of Credit requestedDocuments and the Bond Documents to which it is a party and empowering the signatories thereto to act on behalf of the Borrower;
(e) all of the opinions, certificates, and other documents specified in, or requested by the Bank, the Issuer, the Underwriter or the Borrower pursuant to the Bond Purchase Agreement;
(f) written opinions of the Borrower's Ohio and Colorado counsel, in form and substance satisfactory to the Bank, covering such matters relating to the Borrower, the Project, the Letter of Credit Obligations do not exceed Documents and the Letter of Credit Maximum AmountBond Documents as may be required by the Bank;
(iig) after giving effect a written opinion of bond counsel, in form and substance satisfactory to the Letter of Credit requestedBank, covering such matters relating to the Letter of Credit Obligations on such date plus Issuer and the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed Bond Documents as may be required by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountBank;
(iiih) a current property survey of the conditions Project Site certified to the Bank and the title insurance company issuing the ALTA Policy prepared by a registered surveyor in conformity with the Bank's survey standards and locating all access roads, easements and other encumbrances set forth in Section 6.02 have been satisfiedthe ALTA Policy;
(ivi) a standard ALTA mortgagee title insurance commitment, in form and substance and issued by a title insurance company satisfactory to the Bank, together with satisfactory evidence of reinsurance of a portion of the title insurance company's obligations under the final policy of title insurance if requested required by the Issuing Bank in its discretion, naming the Bank as insured in a policy amount of not less than $6,596,166, reflecting the Borrower's marketable title in and to the Project Facilities and containing only exceptions acceptable to the Bank; (ii) in the event the title insurance commitment shows restrictive covenants affecting the Project Site, evidence that such restrictive covenants are not now being violated and will not be violated by the development, construction and renovation of the Project Facilities thereon; and (iii) after closing and recording, a final policy of title insurance on the ALTA 1970 (Revised 1984) form naming the Bank as insured, containing no exceptions for filed or unfiled mechanics' or materialmen's liens, the Borrower shall have delivered rights of parties in possession or as to the Issuing Bank at its Issuing Office the Letter matters of Credit Agreement related theretosurvey, together with such other documents endorsements and materials coverages as may from time to time be required by the Bank, and insuring the Mortgage as a valid first lien on the Project, subject only to Permitted Encumbrances, all in conformity to the Bank's title insurance requirements;
(j) certificates of insurance and certified copies of policies in accordance with the Bank's insurance requirements and the other insurance requirements set forth in the Mortgage;
(k) an opinion of counsel acceptable to the Bank, to the effect that, in connection with the offer and sale of the Bonds and the issuance of the Letter of Credit, it is not necessary to register any security under the Securities Act of 1933, as amended, or the securities laws of any State or, if such registration is necessary, that all necessary registrations have been made; and the Bank shall, if requested by the Bank, be supplied with a Blue Sky memorandum in form and content acceptable to the Bank;
(l) current Uniform Commercial Code searches made in such places as the Bank may specify, covering the Borrower, showing no filings relating to, or which could relate to, the tangible and intangible personal property of the Borrower other than those made hereunder and under the Security Documents and Bond Documents;
(m) evidence satisfactory to the Bank that there is satisfactory ingress and egress to the Project Site;
(n) a current "Phase One" environmental report regarding hazardous wastes, toxic materials and other environmental hazards on the Project Site, which report shall be certified by an environmental consultant and shall conform in all respects with the Bank's "Phase One Environmental Report Requirements." If warranted by the Phase One environmental report, the Borrower shall provide a detailed audit of the same matters. Such consultant must appear on the Bank's list of approved environmental consultants or be specifically approved in writing by the Bank;
(o) evidence satisfactory to the Bank indicating that no portion of the Project Site is located in a flood hazard area designated by the U.S. Department of Housing and Urban Development;
(p) receipt with respect to the Project Facilities of (i) evidence that public water, sewer, and other required utilities are available at the Project Site and that the capacity of each such utility is sufficient to adequately service the Project Facilities, (ii) copies of the applicable occupancy permits with respect to the Project and evidence that the Project and its use comply with all applicable building and other governmental laws, regulations and requirements, and (iii) evidence that the Project Site is finally and unappealably zoned to permit the existing and proposed uses of the Project Site and the Project Facilities;
(q) evidence that the Project Site comprises one or more separate tax parcels;
(r) evidence that all approvals required for the development, construction, renovation, equipping, use and operation of the Project have been granted by all governmental authorities having jurisdiction;
(s) an appraisal of the Project Facilities in form and amount acceptable to the Bank on the date of issuance by an MAI appraiser acceptable to the Bank and confirmed by the Bank's review appraiser; and
(t) current financial statements for the Borrower, in form and substance satisfactory to the Bank.
5.1.2 The Bank shall have received confirmation to its satisfaction that the Security Documents and Bond Documents have been duly executed, acknowledged, delivered and recorded or filed as appropriate.
5.1.3 The Bonds shall have been duly executed and delivered, and all of the Bonds shall have been sold and the purchase price for the Bonds received by the Trustee, as required pursuant to the terms thereofBond Documents, and simultaneously with the terms issuance of the proposed Letter of Credit Credit.
5.1.4 The Bank shall be reasonably have received, in form and substance satisfactory to the Issuing Bank;
(v) no order, judgment such additional certificates, documents, consents or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing opinions as the Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and
(vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquirymay reasonably request.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative the Agent under Section 2.07(f)(iii3.6(c) hereof in respect of the Borrower’s Borrower Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least lesser of (A) the Revolving Credit Aggregate Maximum Credit Amounts, Commitment and (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountBase;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, issuance of such Letter of Credit;
(d) the Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York California or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is a Defaulting Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Lender, including creation of a cash collateral account on terms satisfactory to the Agent or delivery of other security to assure payment of such Defaulting Lender’s Percentage of all outstanding Letter of Credit Obligations; and
(h) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by the Borrower of the matters set forth in Section 6.02Sections 5.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Rocket Fuel Inc.)
Conditions to Issuance. No Letter of Credit The Swing Line Lender shall not be issued (including the renewal obligated to enter into or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower issue a Drafting Agreement unless, as of the date of issuance (or renewal or extension) of such Letter of CreditDrafting Agreement:
(i) after giving effect the Borrower Representative shall have delivered to the Letter Swing Line Lender not less than ten (10) Business Days prior to the requested date for issuance (or such shorter time as the Swing Line Lender in its sole discretion may permit), a written application and such other documentation (including, without limitation, a letter of Credit requested, credit agreement if the Letter Drafting Agreement is to be issued in the form of Credit Obligations do not exceed a letter of credit) and the Letter terms of Credit Maximum Amountsuch documents and of the proposed Drafting Agreement shall satisfy the terms hereof and otherwise be satisfactory to Swing Line Lender;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations representations and warranties contained in this Agreement or any other Loan Documents are true in all material respects as if made on such date plus the aggregate amount of all Revolving Credit Loans (unless limited to an earlier date), and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect both immediately before and immediately after issuance of the Borrower’s Reimbursement Obligations) hereunder requested Drafting Agreement so requested, no Default or outstanding on such date do not exceed the least Event of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base Default has occurred and (C) the Aggregate Elected Commitment Amountis continuing;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(v) no No order, judgment or decree of any court, arbitrator or Governmental Authority or arbitrator shall purport by its terms purport to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Swing Line Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant entering into or issuing such Drafting Agreement; no law applicable to Section 2.07(f), the Swing Line Lender and no law, rule, regulation, request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Swing Line Lender shall prohibit the Issuing Bank from issuingSwing Line Lender, or request that the Swing Line Lender refrain, from issuing or entering into Drafting Agreements generally or such Drafting Agreement in particular or shall impose upon the Swing Line Lender with respect to such Drafting Agreement any Revolving Credit restriction, reserve or capital requirement (for which the Swing Line Lender from taking an assignment of is not otherwise compensated hereunder) or shall impose upon the Swing Line Lender any unreimbursed loss, cost or expense which the Swing Line Lender deems material to its Applicable Revolving Credit Percentage of, the Letter of Credit requested participation in Drafts or letters of credit generallyDrafting Agreements; and
(viiv) there shall have been (x) no introduction The Swing Line Lender does not receive written notice from the Agent, any Lender, any Borrower or any Specified Borrower on or prior to the Business Day prior to the requested date of issuance or change in the interpretation of any law entry into such Drafting Agreement that one or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary more of the requested Letter of Credit are located, and applicable conditions contained in Section 2 (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi1.17(b), would make it unlawful ) have not been satisfied or unduly burdensome for the Issuing Bank to issue that a Default or any Revolving Credit Lender to take an assignment Event of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generallyDefault has occurred and is continuing. Each Letter of Credit application for a Drafting Agreement submitted to Issuing Bank pursuant hereto issued by a Borrower or a Specified Borrower hereunder shall constitute the a certification by each Borrower and Specified Borrower of the matters set forth in clauses (i) through (iv) of this Section 6.02. The Administrative Agent 1.17(b), and Swing Line Lender shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit The Floor Plan Agent shall not be issued (including the renewal obligated to enter into or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower issue a Drafting Agreement unless, as of the date of issuance (or renewal or extension) of such Letter of CreditDrafting Agreement:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (Aa) the Aggregate Maximum Credit Amounts, (B) Company or the then applicable Borrowing Base and (C) Floor Plan Borrower requesting the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower Drafting Agreement shall have delivered to the Issuing Bank at Floor Plan Agent not less than ten (10) Business Days prior to the requested date for issuance (or such shorter time as the Floor Plan Agent in its Issuing Office the Letter of Credit Agreement related theretosole discretion may permit), together with a written application and such other documents and materials as may documentation (including without limitation a letter of credit agreement if the Drafting Agreement is to be required pursuant to issued in the terms thereof, form of a letter of credit) and the terms of such documents and of the proposed Letter of Credit Drafting Agreement shall satisfy the terms hereof and otherwise be reasonably satisfactory to the Issuing BankFloor Plan Agent;
(vb) the conditions precedent set forth in Section 8.3 are satisfied;
(c) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms purport to enjoin or restrain Issuing Bank the Floor Plan Agent from entering into or issuing such Drafting Agreement; no Requirement of Law applicable to the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), Floor Plan Agent and no law, rule, regulation, request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Floor Plan Agent shall prohibit the Issuing Bank from issuingFloor Plan Agent, or request that the Floor Plan Agent refrain, from issuing or entering into Drafting Agreements generally or such Drafting Agreement in particular or shall impose upon the Floor Plan Agent with respect to such Drafting Agreement any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrestriction, reserve or capital requirement (for which the Letter of Credit requested Floor Plan Agent is not otherwise compensated hereunder) not in effect on the Closing Date, or letters of credit generallyshall impose upon the Floor Plan Agent any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Floor Plan Agent in good faith dexxx xxxxxxxl to it (relating to Drafts and Drafting Agreements); and
(vid) there shall have been the Floor Plan Agent has not received written notice from any Lender, the Agent or any Floor Plan Borrower, on or prior to the Business Day immediately prior to the requested date of issuance or entry into such Drafting Agreement, that (xi) no introduction of or change in the interpretation of any law or regulationa Lender is a Defaulting Lender, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York one or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary more of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank applicable conditions contained in Article VIII or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful 2.9 has not been satisfied or unduly burdensome (iii) that a Default (relating to a Floor Plan Event of Default) or Floor Plan Event of Default has occurred and is continuing. Each application for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage a Drafting Agreement issued by a Floor Plan Borrower hereunder shall constitute certification by each of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute Company and the certification by applicable Floor Plan Borrower of the matters set forth in Section 6.02. The Administrative 2.9(a) and (b), and Floor Plan Agent shall be entitled to rely on such certification without any duty of inquiry. Immediately upon the issuance or entering into by the Floor Plan Agent of each Drafting Agreement (except in respect of any Drafting Agreement issued or entered into by the Floor Plan Agent after it has obtained actual knowledge (as provided in Section 12.15) that a Floor Plan Event of Default has occurred and is continuing), each Floor Plan Lender, subject to Section 4.6 (relating to a Swing Line Overdraft Loan), hereby irrevocably and unconditionally agrees to, and does hereby, purchase from the Floor Plan Agent a participation in such Drafting Agreement and each Draft thereunder in an amount equal to the product of (i) the Pro Rata Share of Floor Plan Loan Commitments of such Floor Plan Lender and (ii) the amount of each Draft presented by a Manufacturer. Notwithstanding the foregoing, the Floor Plan Agent shall take such action as necessary to terminate and suspend all Drafting Agreements effective ten (10) days prior to the Maturity Date, and none of the Borrowers shall be entitled to borrow under any Drafting Agreement after the date that is ten (10) days prior to the Maturity Date. Provided, however, the immediately foregoing sentence is intended only as a limitation to the Borrowers’ ability to borrow under Drafting Agreements and not as an enlargement of the Floor Plan Agent’s obligations hereunder.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions to Issuance. No Letter of Credit (other than any Existing Specified Letter of Credit) shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
: (i) after giving effect to the Letter of Credit requested, (A) the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
Amount and (iiB) after giving effect to the Letter of Credit requested, the each Issuing Bank’s individual Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed such Issuing Bank’s Letter of Credit Sublimit without the least consent of such Issuing Bank; (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iiiii) the conditions set forth in Section 6.02 have been satisfied;
; (iviii) if requested by the an Issuing Bank, the Borrower shall have delivered to the such Issuing Bank at its Issuing Office the Letter of Credit Agreement related theretothereto (which must be received no later than three (3) Business Days prior to the requested issuance date), together with such other documents and materials as may be reasonably required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the such Issuing Bank;
; (viv) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)) hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the applicable Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and
(viv) there shall have been (xA) no introduction of or change in the interpretation of any law or regulation, (yB) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (zC) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi2.07(b)(v), would make it unlawful or unduly burdensome for the applicable Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.;
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower any Account Party(ies) unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) in the case of any Account Party:
(i) after giving effect to the Letter of Credit requested, the amount of all Letter of Credit Obligations do does not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the face amount of the Letter of Credit requested, the aggregate amount of all Letter of Credit Obligations outstanding on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder Advances requested or outstanding on such date do does not exceed the least lesser of (Ai) Revolving Credit Aggregate Commitment and (ii) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountBase;
(iii) after giving effect to any Letter of Credit requested by any Borrower, (x) the conditions set forth in Section 6.02 have been satisfied;amount of all Letter of Credit Obligations outstanding for the account of such Borrower on such date plus (y) the amount of the principal amount of any Advances of the Revolving Credit and of the Swing Line Credit requested or outstanding by such Borrower on such date does not exceed the Borrower Sublimit applicable to such Borrower; and
(iv) if the Letter of Credit requested is to be used to secure borrowings by the Issuing Bankany Foreign Subsidiary, after giving effect to such Letter of Credit, the Borrower amount of all Letter of Credit Obligations in respect of borrowings by all Foreign Subsidiaries shall not exceed in the case of Plastipak Brazil, the Brazilian Maximum Amount and in the case of all other Foreign Subsidiaries, the Other Foreign Subsidiaries Maximum Amount;
(b) the obligations of the Loan Parties set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of the Loan Parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by any of the Loan Parties;
(c) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date, and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any contract, agreement or other borrowing of the relevant Account Party;
(e) the Account Party requesting the Letter of Credit shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(vf) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive of any Governmental Authority (whether or not having the force of law) shall prohibit the or request that Issuing Bank Lender refrain from issuing, or any Revolving Credit Lender refrain from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vig) there shall have been (x) no introduction of or change in the interpretation of any law or regulationregulation that would make it unlawful or unduly burdensome for the Issuing Lender to issue or any Lender to take an assignment of its Percentage of the requested Letter of Credit, (y) no suspension of or material limitation on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower applicable Account Party and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, materially affecting the extension of credit by banks; and
(h) Issuing Lender shall have received the issuance fees required in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for connection with the Issuing Bank to issue or any Revolving Credit Lender to take an assignment issuance of its Applicable Revolving Credit Percentage of the requested such Letter of Credit or letters of credit generallypursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower the Borrowers and the Account Party of the matters set forth in Section 6.023.2 (a) through (d) hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Revolving Credit Agreement (Plastipak Holdings Inc)
Conditions to Issuance. No Letter The issuance by the Issuers and the authentication by the New Indenture Trustee of Credit the New Notes on initial issuance shall be issued subject to the satisfaction of the following conditions on or prior to the Effective Date:
(including a) the renewal or extension New Indenture Trustee shall have received fully executed copies of any Letter each of Credit previously issuedthe Transaction Documents to which Investor, the Co-Issuer and the Guarantor is a party (other than this New Indenture, the New Notes and the Notes);
(b) at the request New Indenture Trustee shall have received certificates from the Issuers and the Guarantor in form and substance reasonably satisfactory to it and counsel for the account Dealer Manager to the effect that the representations and warranties of the Borrower unlessIssuers and the Guarantor, as applicable, in the Transaction Documents shall be true on and as of the Effective Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived) and that the conditions precedent to the issuance of issuance the New Notes contained in any other Transaction Document have been fulfilled (or renewal waived); 25
(c) the New Indenture Trustee shall have received a certificate of an Authorized Officer of El Paso in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect that immediately before and immediately after the issuance of the New Notes on the Effective Date no Indenture Default or extensionEvent of Default shall have occurred and be continuing;
(d) the New Indenture Trustee shall have received Opinions of such Letter Counsel from Jones, Day, Reavis & Pogue, Walkers, special Cayman Islands counsex xxx Investxx, xxd Pxxxxx Anderson & Corroon LLP, special Delaware counsel for the Co-Issuer, xx xxxm axx xxxxtance reasonably satisfactory to counsel for the Dealer Manager;
(e) the exchange by the Issuers of Credit:the New Notes for Notes (in accordance with the Exchange Offer) will not violate any Applicable Law;
(f) there shall have occurred no invalidation of Section 4(2), Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Dealer Manager would materially impair the ability of the New Holders of any beneficial interest in a Global Note to acquire, hold or effect resales of the New Notes as contemplated herein;
(g) the New Indenture Trustee shall have received letters from Moody's rating the New Notes "Baa2" or better and S&P rating the Nxx Xxxxs "BBB" or better, in form and substance reasonably satisfactory to the New Indenture Trustee and the Dealer Manager;
(h) the New Indenture Trustee shall have received a fully executed Administrative Services Agreement signed by Investor, the Co-Issuer and the servicer named therein; and
(i) after giving effect the New Indenture Trustee shall have received from each of Investor, the Co-Issuer and the Guarantor an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the Letter existence of Credit requestedthe Issuers and the Guarantor, the Letter corporate authority, as applicable, for and the validity of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requestedthis New Indenture, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, New Notes and the terms of the proposed Letter of Credit shall be other Transaction Documents and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Issuing Bank;
(v) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), New Indenture Trustee and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and
(vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome counsel for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiryDealer Manager.
Appears in 1 contract
Samples: Indenture (El Paso Corp/De)
Conditions to Issuance. No Letter of Credit The Floor Plan Agent shall not be issued (including the renewal obligated to enter into or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower issue a Drafting Agreement unless, as of the date of issuance (or renewal or extension) of such Letter of CreditDrafting Agreement:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (Aa) the Aggregate Maximum Credit Amounts, (B) Company or the then applicable Borrowing Base and (C) Floor Plan Borrower requesting the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower Drafting Agreement shall have delivered to the Issuing Bank at Floor Plan Agent not less than ten (10) Business Days prior to the requested date for issuance (or such shorter time as the Floor Plan Agent in its Issuing Office the Letter of Credit Agreement related theretosole discretion may permit), together with a written application and such other documents and materials as may documentation (including without limitation a letter of credit agreement if the Drafting Agreement is to be required pursuant to issued in the terms thereof, form of a letter of credit) and the terms of such documents and of the proposed Letter of Credit Drafting Agreement shall satisfy the terms hereof and otherwise be reasonably satisfactory to the Issuing BankFloor Plan Agent;
(vb) the obligations of the Company and its Subsidiaries set forth in this Agreement and the other Loan Documents to which each is a party are valid, binding and enforceable obligations of such parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by any of the Company or any of its Subsidiaries;
(c) the representations and warranties contained in this Agreement or any other Loan Documents are true in all material respects as if made on such date (unless limited to an earlier date), and both immediately before and immediately after issuance of the Drafting Agreement so requested, no Default or Event of Default has occurred and is continuing;
(d) No order, judgment or decree of any court, arbitrator or Governmental Authority or arbitrator shall purport by its terms purport to enjoin or restrain Issuing Bank the Floor Plan Agent from entering into or issuing such Drafting Agreement; no Requirement of Law applicable to the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), Floor Plan Agent and no law, rule, regulation, request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Floor Plan Agent shall prohibit the Issuing Bank from issuingFloor Plan Agent, or request that the Floor Plan Agent refrain, from issuing or entering into Drafting Agreements generally or such Drafting Agreement in particular or shall impose upon the Floor Plan Agent with respect to such Drafting Agreement any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrestriction, reserve or capital requirement (for which the Letter of Credit requested Floor Plan Agent is not otherwise compensated hereunder) not in effect on the Closing Date, or letters of credit generallyshall impose upon the Floor Plan Agent any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Floor Plan Agent in good faitx xxxxx xxxerial to it (relating to Drafts and Drafting Agreements); and
(vie) there shall have been (x) no introduction of or change in the interpretation of The Floor Plan Agent does not receive written notice from any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit LendersBank, the Borrower and Agent or any Floor Plan Borrower, on or prior to the beneficiary Business Day prior to the requested date of issuance or entry into such Drafting Agreement that one or more of the requested Letter of Credit are located, and applicable conditions contained in Article VIII (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful 2.9) has not been satisfied or unduly burdensome that a Default or Event of Default has occurred and is continuing. Each application for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage a Drafting Agreement issued by a Borrower hereunder shall constitute certification by each of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower Company of the matters set forth in Section 6.02. The Administrative subparagraphs (a) through (d) hereof, and Floor Plan Agent shall be entitled to rely on such certification without any duty of inquiry. Immediately upon the issuance or entering into by the Floor Plan Agent of each Drafting Agreement (except in respect of any Drafting Agreement issued or entered into by the Floor Plan Agent after it has obtained actual knowledge that an Event of Default has occurred and is continuing), each Bank shall be deemed to, and subject to Section 4.6 (relating to a Swing Line Overdraft Loan) hereby irrevocably and unconditionally agrees to purchase from the Floor Plan Agent a participation in such Drafting Agreement and each Draft thereunder in an amount equal to the product of (i) the Pro Rata Share of such Bank and (ii) the amount of each Draft presented by a Manufacturer. Notwithstanding the foregoing, the Floor Plan Agent shall take such action as necessary to terminate and suspend all Drafting Agreements effective ten days prior to the Maturity Date then in effect.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative the Agent under Section 2.07(f)(iii3.6(c) hereof in respect of the Borrower’s Borrower Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least lesser of (A) the Revolving Credit Aggregate Maximum Credit Amounts, Commitment and (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountBase;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, issuance of such Letter of Credit;
(d) the Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York California or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally. ;
(g) if any Revolving Credit Lender is a Defaulting Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Lender, including creation of a cash collateral account on terms satisfactory to the Agent or delivery of other security to assure payment of such Defaulting Lender’s Percentage of all outstanding Letter of Credit Obligations; and
(h) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof.
(i) Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by the Borrower of the matters set forth in Section 6.02Sections 5.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Rocket Fuel Inc.)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower any Account Party(ies) unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) in the case of any Account Party:
(i) after giving effect to the Letter of Credit requested, the outstanding Letter of Credit Obligations do does not exceed the Letter of Credit Maximum Amount;; and
(ii) after giving effect to the Letter of Credit requested, the outstanding Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans including, without duplication, deemed disbursed Advances funded by the Administrative Agent under Section 2.07(f)(iii3.6(a) hereof in respect of the Borrower’s Reimbursement ObligationsCompany's or an applicable Account Party's reimbursement obligation hereunder) hereunder requested or outstanding on such date do does not exceed the least lesser of the then
(Ai) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base Commitment and (Cii) the Aggregate Elected Commitment AmountBorrowing Base;
(iiib) the conditions obligations of the Loan Parties set forth in Section 6.02 have this Agreement and the other Loan Documents are valid, binding and enforceable obligations of such Loan Parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been satisfieddisputed by the Company;
(ivc) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date (other than any representation or warranty that expressly speaks only as of a different date), and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested by will not violate the Issuing Bankterms and conditions of any contract, agreement or other borrowing of the Borrower relevant Account Party;
(e) the Account Party requesting the Letter of Credit shall have delivered to the Issuing Bank at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(vf) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender Bank from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the or request that Issuing Bank refrain from issuing, or any Revolving Credit Lender Bank refrain from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vig) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender Bank to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Revolving Credit Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located, and no establishment of any new restrictions by any central bank or other governmental agency or authority on transactions involving letters of credit generallyor on banks materially adversely affecting the extension of credit by banks; and
(h) Issuing Bank shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower the Company and the Account Party of the matters set forth in Section 6.023.2 (a) through (d) hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit The Floor Plan Agent shall not be issued (including the renewal obligated to enter into or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower issue a Drafting Agreement unless, as of the date of issuance (or renewal or extension) of such Letter of CreditDrafting Agreement:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (Aa) the Aggregate Maximum Credit Amounts, (B) Company or the then applicable Borrowing Base and (C) Floor Plan Borrower requesting the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower Drafting Agreement shall have delivered to the Issuing Bank at Floor Plan Agent not less than ten (10) Business Days prior to the requested date for issuance (or such shorter time as the Floor Plan Agent in its Issuing Office the Letter of Credit Agreement related theretosole discretion may permit), together with a written application and such other documents and materials as may documentation (including without limitation a letter of credit agreement if the Drafting Agreement is to be required pursuant to issued in the terms thereof, form of a letter of credit) and the terms of such documents and of the proposed Letter of Credit Drafting Agreement shall satisfy the terms hereof and otherwise be reasonably satisfactory to the Issuing BankFloor Plan Agent;
(vb) the conditions precedent set forth in Section 8.3 are satisfied;
(c) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms purport to enjoin or restrain Issuing Bank the Floor Plan Agent from entering into or issuing such Drafting Agreement; no Requirement of Law applicable to the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), Floor Plan Agent and no law, rule, regulation, request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Floor Plan Agent shall prohibit the Issuing Bank from issuingFloor Plan Agent, or request that the Floor Plan Agent refrain, from issuing or entering into Drafting Agreements generally or such Drafting Agreement in particular or shall impose upon the Floor Plan Agent with respect to such Drafting Agreement any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrestriction, reserve or capital requirement (for which the Letter of Credit requested Floor Plan Agent is not otherwise compensated hereunder) not in effect on the Closing Date, or letters of credit generallyshall impose upon the Floor Plan Agent any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Floor Plan Agent in good xxxxx xxxxx material to it (relating to Drafts and Drafting Agreements); and
(vid) there shall have been the Floor Plan Agent has not received written notice from any Lender, the Agent or any Floor Plan Borrower, on or prior to the Business Day immediately prior to the requested date of issuance or entry into such Drafting Agreement, that (xi) no introduction of or change in the interpretation of any law or regulationa Lender is a Defaulting Lender, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York one or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary more of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank applicable conditions contained in Article VIII or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful 2.9 has not been satisfied or unduly burdensome (iii) that a Default (relating to a Floor Plan Event of Default) or Floor Plan Event of Default has occurred and is continuing. Each application for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage a Drafting Agreement issued by a Floor Plan Borrower hereunder shall constitute certification by each of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute Company and the certification by applicable Floor Plan Borrower of the matters set forth in Section 6.02. The Administrative 2.9(a) and (b), and Floor Plan Agent shall be entitled to rely on such certification without any duty of inquiry. Immediately upon the issuance or entering into by the Floor Plan Agent of each Drafting Agreement (except in respect of any Drafting Agreement issued or entered into by the Floor Plan Agent after it has obtained actual knowledge (as provided in Section 12.15) that a Floor Plan Event of Default has occurred and is continuing), each Floor Plan Lender, subject to Section 4.6 (relating to a Swing Line Overdraft Loan), hereby irrevocably and unconditionally agrees to, and does hereby, purchase from the Floor Plan Agent a participation in such Drafting Agreement and each Draft thereunder in an amount equal to the product of (i) the Pro Rata Share of Floor Plan Loan Commitments of such Floor Plan Lender and (ii) the amount of each Draft presented by a Manufacturer. Notwithstanding the foregoing, the Floor Plan Agent shall take such action as necessary to terminate and suspend all Drafting Agreements effective ten (10) days prior to the Maturity Date, and none of the Borrowers shall be entitled to borrow under any Drafting Agreement after the date that is ten (10) days prior to the Maturity Date. Provided, however, the immediately foregoing sentence is intended only as a limitation to the Borrowers’ ability to borrow under Drafting Agreements and not as an enlargement of the Floor Plan Agent’s obligations hereunder.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative Agent under Section 2.07(f)(iii3.6(a) hereof in respect of the Borrower’s 's Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Revolving Credit Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, the issuance of such Letter of Credit;
(d) Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally; and
(g) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02Sections 3.2 (a), (b) and (c) hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No The obligation of the Bank to issue the Letter of Credit shall be issued subject to the Bank's receipt of the following, in form satisfactory to the Bank:
(including a) two executed counterparts of this Agreement;
(b) executed counterparts of each of the renewal or extension of any Letter of Credit previously issued) at the request and Bond Documents (except for the account Note and the Bonds, as to which a specimen copy may be furnished) and the Guaranty;
(c) evidence of compliance with the insurance requirements contained herein (upon which there shall be affixed appropriate long form loss payable clauses);
(d) opinions dated the Date of Issuance addressed to, and in form and substance acceptable to, the Bank from the Issuer's counsel and Bond Counsel, as to such matters as the Bank may require;
(e) an opinion of counsel for the Borrower unlessand the Guarantors dated the Date of Issuance addressed to the Bank, and substantially in the form attached hereto as of Exhibit C, or otherwise in form and substance acceptable to, the date of issuance (or renewal or extension) of such Letter of Credit:Bank;
(i) after giving effect a copy of the Articles of Incorporation of the Borrower, certified as of a date no earlier than 60 days prior to the Letter Date of Credit requested, Issuance by the Letter Secretary of Credit Obligations do not exceed the Letter Commonwealth of Credit Maximum Amountthe Commonwealth of Virginia; and (ii) a certificate dated no earlier than 60 days prior to the Date of Issuance of the Secretary of the Commonwealth of the Commonwealth of Virginia as to the good standing of the Borrower;
(iig) after giving effect a certificate from the secretary or an assistant secretary of each of the Borrower and the Guarantors certifying to and attaching copies of its bylaws and resolutions of its board of directors authorizing and approving the transactions contemplated by this Agreement and the Guaranty, and as to the Letter incumbency of Credit requested, the Letter each of Credit Obligations on its officers executing any of such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amountdocuments;
(iiih) an opinion from Watkins Ludlam Winter & Stennis, X.X., Bond Counsel, or a letter in substantially the conditions set forth form of Exhibit D hereto consenting to the Bank's reliance on certain opinions delivered by such counsel in Section 6.02 have been satisfiedform and substance satisfactory to the Bank and its counsel;
(ivi) if requested by the Issuing Bankcopies of all governmental approvals required in connection with this transaction, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms including resolution of the proposed Letter Issuer authorizing the issuance of Credit shall be reasonably satisfactory to the Issuing BankBonds;
(vj) no order, judgment or decree evidence of any court, arbitrator or Governmental Authority shall purport by its terms payment to enjoin or restrain Issuing the Bank from issuing of the Letter initial annual letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof credit commission pursuant to Section 2.07(f), and no law, rule, regulation, request or directive 3.4(a) of this Agreement;
(whether or not having k) an executed counterpart of the force of law) shall prohibit the Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generallyCommitment Letter; and
(vil) there shall have been (x) no introduction of or change in such other documents, instruments and certifications as the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquirymay require.
Appears in 1 contract
Samples: Letter of Credit and Reimbursement Agreement (Dollar Tree Stores Inc)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower any Account Party(ies) unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) in the case of any Account Party:
(i) after giving effect to the Letter of Credit requested, the outstanding Letter of Credit Obligations do does not exceed the Letter of Credit Maximum Amount;; and
(ii) after giving effect to the Letter of Credit requested, the outstanding Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder Advances requested or outstanding on such date do does not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountRevolving Credit Available Commitment;
(iiib) the conditions obligations of the Loan Parties set forth in Section 6.02 have this Agreement and the other Loan Documents are valid, binding and enforceable obligations of such Loan Parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been satisfieddisputed by any of the Loan Parties;
(ivc) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date, and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested by will not violate the Issuing Bankterms and conditions of any material contract, agreement or other borrowing of the Borrower relevant Account Party;
(e) the Account Party requesting the Letter of Credit shall have delivered to the Issuing Bank at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(vf) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender Bank from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the or request that Issuing Bank refrain from issuing, or any Revolving Credit Lender Bank refrain from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vig) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender Bank to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit, no suspension of or material limitation on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Revolving Credit or Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located, and no establishment of any new restrictions on transactions involving letters of credit generallyor on banks materially affecting the extension of credit by banks; and
(h) Issuing Bank shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower the Borrowers and the Account Party of the matters set forth in Section 6.023.2 (a) through (d) hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Credit Agreement (Saturn Electronics & Engineering Inc)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower Borrowers unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative Agent under Section 2.07(f)(iii3.6(a) hereof in respect of the Borrower’s Borrowers’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, the Borrower issuance of such Letter of Credit;
(d) Borrowers shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York California or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower Borrowers and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally; and
(g) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower Borrowers of the matters set forth in Section 6.02Sections 5.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Revolving Credit Agreement (Obagi Medical Products, Inc.)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative the Agent under Section 2.07(f)(iii3.6(c) hereof in respect of the Borrower’s Borrower Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, issuance of such Letter of Credit;
(d) the Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is a Defaulting Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Lender, including creation of a cash collateral account on terms satisfactory to the Agent or delivery of other security to assure payment of such Defaulting Lender’s Percentage of all outstanding Letter of Credit Obligations; and
(h) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by the Borrower of the matters set forth in Section 6.02Sections 5.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Montauk Renewables, Inc.)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) (i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative the Agent under Section 2.07(f)(iii3.6(c) hereof in respect of the Borrower’s Borrower Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, issuance of such Letter of Credit;
(d) the Borrower shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (e), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is a Defaulting Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Lender, including creation of a cash collateral account on terms satisfactory to the Agent or delivery of other security to assure payment of such Defaulting Lender’s Percentage of all outstanding Letter of Credit Obligations; and
(h) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by the Borrower of the matters set forth in Section 6.02Sections 5.2 hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Montauk Renewables, Inc.)
Conditions to Issuance. No (i) The issuance by the Issuing Banks of each Letter of Credit shall, in addition to the conditions precedent set forth in Section 6 hereof, be subject to the conditions precedent that: (A) such Letter of Credit shall be denominated in Dollars, shall state a maximum liability thereunder and shall be in such form, contain such terms and support such transactions as shall be satisfactory to the applicable Issuing Bank consistent with its then current practices and procedures with respect to letters of credit of the same type, and (B) the Company has executed and delivered such applications, agreements and other instruments relating to such Letter of Credit as the applicable Issuing Bank has reasonably requested consistent with its then current practices and procedures with respect to letters of credit of the same type, provided that in the event of any conflict between any such application, agreement or other instrument and the provisions of this Agreement or any Security Document, the provisions of this Agreement and the Security Documents shall control.
(ii) Notwithstanding anything herein to the contrary, no Issuing Bank is under any obligation to issue or provide any Letter of Credit (including any renewal of an Auto-Renewal Letter of Credit) unless consented to by such Issuing Bank and the Agent and, in respect of clauses (A) and (B)(x) below, no Letter of Credit shall be issued (including or renewed without the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount consent of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of Banks, if (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(v) no any order, judgment or decree of any court, arbitrator or Governmental Authority or arbitrator shall purport by its terms purport to enjoin or restrain such Issuing Bank from issuing the or providing such Letter of Credit requestedCredit, or (B) any Revolving Credit Lender from taking an assignment Requirement of its Applicable Revolving Credit Percentage thereof pursuant Law applicable to Section 2.07(f), and no law, rule, regulation, such Issuing Bank or any request or directive (whether or not having the force of lawLaw) shall prohibit the from any Governmental Authority with jurisdiction over such Issuing Bank from issuingshall (x) prohibit, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrequest that such Issuing Bank refrain from, the issuance or provision of such type of Letter of Credit requested generally or letters such Letter of credit generally; and
(vi) there shall have been (x) no introduction of or change Credit in the interpretation of any law or regulationparticular, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested impose upon such Issuing Bank with respect to such Letter of Credit are locatedany restriction, and reserve or capital requirement (in each case for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date at a time when such Issuing Bank is not otherwise issuing letters of credit for the account of similarly situated customers without additional compensation or (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for the impose upon such Issuing Bank to issue any unreimbursed loss, cost or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to expense (in each case for which such Issuing Bank pursuant hereto shall constitute is not otherwise compensated hereunder) which was not applicable on the certification by Borrower of the matters set forth Closing Date and which such Issuing Bank in Section 6.02. The Administrative Agent shall be entitled good fxxxx xxxxx material to rely on such certification without any duty of inquiryit.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower any Account Party unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(ia) after giving effect to the face amount of the Letter of Credit requested, plus the undrawn portion of all other outstanding Letters of Credit plus the aggregate principal amount of all outstanding Letter of Credit Obligations do Obligations, does not exceed the Letter of Credit Maximum Amount;
(iib) after giving effect to the face amount of the Letter of Credit requested, plus the aggregate principal amount of all Advances outstanding under the Notes, plus the aggregate undrawn portion of all other outstanding Letters of Credit, plus the aggregate principal amount of all outstanding Letter of Credit Obligations do not exceed the then applicable Revolving Credit Aggregate Commitment;
(c) the obligations of Company set forth in this Agreement and the Loan Documents are valid, binding and enforceable obligations of Company and the valid, binding and enforceable nature of this Agreement and the Loan Documents has not been disputed by Company;
(d) both immediately before and immediately after issuance of the Letter of Credit Obligations on such date plus the aggregate amount requested, no Default or Event of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountDefault exists;
(iiie) the conditions set forth representations and warranties contained in Section 6.02 have been satisfiedthis Agreement and the Loan Documents are true in all material respects as if made on such date;
(ivf) if the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested by will not violate the Issuing Bankterms and conditions of any material contract, agreement or other borrowing of Company;
(g) the Borrower Account Party requesting the Letter of Credit shall have delivered to the Issuing Bank Agent at its Issuing Office Office, not less than five (5) Business Days prior to the requested date for issuance (or such shorter time as the Agent, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be reasonably required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to Agent and its Issuing Office in the Issuing Bankexercise of its reasonable discretion;
(vh) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Agent from issuing the Letter of Credit requestedCredit, or any Revolving Credit Lender Bank from taking an assignment of its Applicable Revolving Credit Percentage thereof a participation therein pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank or request that Agent refrain from issuing, or any Revolving Credit Lender Bank refrain from taking an assignment of its Applicable Revolving Credit Percentage ofa participation in, the Letter of Credit requested or letters of credit generally; and;
(vii) there shall have been (x) no introduction of or change in the interpretation of any law or regulationregulation that would make it unlawful or unduly burdensome for the Agent to issue the requested Letter of Credit, (y) no general suspension on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit LendersBanks, the Borrower Account Party and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, materially affecting the extension of credit by banks; and
(j) Agent shall have received the issuance fee required in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for connection with the Issuing Bank to issue or any Revolving Credit Lender to take an assignment issuance of its Applicable Revolving Credit Percentage of the requested such Letter of Credit or letters of credit generallypursuant to Section 3.5 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Agent pursuant hereto shall constitute the certification by Borrower the Company and the Account Party of the matters set forth in this Section 6.023.2 (a) through (f). The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Credit Agreement (Jpe Inc)
Conditions to Issuance. No The LC Issuing Bank shall not issue any Letter of Credit unless:
(i) such Letter of Credit shall be satisfactory in form and substance to the LC Issuing Bank,
(ii) the Borrower shall have executed and delivered such other instruments and agreements relating to such Letter of Credit as the LC Issuing Bank shall have reasonably requested,
(iii) the LC Issuing Bank shall have confirmed with the Administrative Agent on the date of such issuance that the limitation specified in subsection (a)(ii) of this Section will not be exceeded immediately after such Letter of Credit is issued and
(including iv) the renewal LC Issuing Bank shall not have been notified in writing by the Borrower, the Administrative Agent or extension the Required Lenders that any condition specified in clause (b), (c) or (d) of Section 3.02 is not satisfied at the time such Letter of Credit is to be issued. Furthermore, the LC Issuing Bank shall not be under any obligation to issue any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Creditif:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(v) no any order, judgment or decree of any court, arbitrator or Governmental Authority or arbitrator shall purport by its terms purport to enjoin or restrain the LC Issuing Bank from issuing the such Letter of Credit requestedCredit, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant law applicable to Section 2.07(f), and no law, rule, regulation, the LC Issuing Bank or any request or directive (whether or not having the force of law) shall prohibit from any Governmental Authority with jurisdiction over the LC Issuing Bank from issuingshall prohibit, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrequest that the LC Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit requested in particular or letters of credit generally; and
(vi) there shall have been (x) no introduction of or change in impose upon the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested LC Issuing Bank with respect to such Letter of Credit are locatedany restriction, and reserve or capital requirement (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for which the LC Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the LC Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the LC Issuing Bank in good xxxxx xxxxx material to issue or any Revolving Credit Lender to take an assignment it; or
(ii) the issuance of its Applicable Revolving Credit Percentage of the requested such Letter of Credit would violate one or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower more policies of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiryLC Issuing Bank.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower Borrowers unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(ia) after giving effect to the Letter of Credit requested, (i) the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans Advances and Swing Line Loans Advances (including all Loans Advances deemed disbursed by Administrative Agent under Section 2.07(f)(iii3.6(a) in respect of the Borrower’s Borrowers’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Revolving Credit Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountCommitment;
(iiib) the conditions set forth representations and warranties of the Credit Parties contained in Section 6.02 have been satisfiedthis Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date;
(ivc) if requested by there is no Default or Event of Default in existence, and none will exist upon the Issuing Bank, the Borrower issuance of such Letter of Credit;
(d) Borrowers shall have delivered to the Issuing Bank Lender at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Lender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankLender;
(ve) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank Lender from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vif) there shall have been (xi) no introduction of or change in the interpretation of any law or regulation, (yii) no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower Borrowers and the beneficiary of the requested Letter of Credit are located, and (ziii) no establishment of any new restrictions by any central bank or other Governmental Authority governmental agency or authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(viclause (f), would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(g) if any Revolving Credit Lender is a Defaulting Lender, the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Lender, including creation of a cash collateral account or delivery of other security to assure payment of such Defaulting Lender’s Percentage of all outstanding Letter of Credit Obligations; and
(h) Issuing Lender shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4. Each Letter of Credit Agreement submitted to Issuing Bank Lender pursuant hereto shall constitute the certification by Borrower Borrowers of the matters set forth in Section 6.025.2. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Credit Agreement (Multimedia Games Holding Company, Inc.)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower any Account Party unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(i1) after giving effect to without duplication, the face amount of the Letter of Credit requested, plus the Letter face amount of all other Letters of Credit Obligations do of all Account Parties requested on such date, plus the aggregate undrawn portion of all other Letters of Credit of all Account Parties as of such date, plus the face amount of all Letters of Credit of all Account Parties requested but not yet issued as of such date, plus the unreimbursed amount of any draws under Letters of Credit of all Account Parties, does not exceed the Letter of Credit Maximum Amount;
(ii2) after giving effect to without duplication, the undrawn amount of the Letter of Credit requested, plus the undrawn amount of all other Letters of Credit of all Account Parties requested on such date, plus the aggregate undrawn portion of all other Letters of Credit of all Account Parties as of such date, plus the undrawn amount of all Letters of Credit of all Account Parties requested but not yet issued as of such date, plus the unreimbursed amount of any draws under Letters of Credit of all Account Parties as of such date, plus the aggregate principal amount of all Advances outstanding under the Revolving Credit Notes and the Swing Line Notes, including any Advances requested to be made on such date, do not exceed the lesser of (i) the Revolving Credit Maximum Amount and (ii) the Borrowing Base Limitation, in each case then applicable;
(3) the obligations of Company set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company;
(4) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date, except to the extent such representations and warranties (other than Section 6.12 hereof, which shall be deemed to be remade as of the date of issuance of such Letter of Credit for purposes of this clause (d), notwithstanding the limitation contained therein) are not, by their terms, continuing representations and warranties, but speak only as of a specific date, and both immediately before and immediately after issuance of the Letter of Credit Obligations on such date plus the aggregate amount requested, no Default or Event of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountDefault exists;
(iii5) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions set forth in Section 6.02 have been satisfiedof any contract, agreement or other borrowing of Company;
(iv6) if requested by the Issuing Bank, Account Party requesting the Borrower Letter of Credit shall have delivered to the Issuing Bank Agent at its Issuing Office Office, not less than five (5) Business Days prior to the requested date for issuance (or such shorter time as the Agent, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Agent and its Issuing BankOffice;
(v7) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Agent from issuing the Letter of Credit requested, or any Revolving Credit Lender Bank from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank or request that Agent refrain from issuing, or any Revolving Credit Lender Bank refrain from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vi) 8) there shall have been (x) no introduction of or change in the interpretation of any law or regulationregulation that would make it unlawful or unduly burdensome for the Agent to issue or any Bank to take an assignment of its Percentage of the requested Letter of Credit (as determined in the sole discretion of Agent or such Bank, (y) as the case may be), no suspension of or material limitation on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit LendersBanks, the Borrower applicable Account Party and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, materially affecting (as determined by Agent) the extension of credit by banks; and
(9) Agent shall have received the issuance fees required in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for connection with the Issuing Bank to issue or any Revolving Credit Lender to take an assignment issuance of its Applicable Revolving Credit Percentage of the requested such Letter of Credit or letters of credit generallypursuant to Section 3.5 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Agent pursuant hereto shall constitute the certification by Borrower the Company and the Account Party of the matters set forth in Section 6.023.2 (a) through (e) hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(i) (A) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the sum of all Letter of Credit Maximum Amount;
Amounts; and (iiB) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (Ax) the Aggregate Maximum Credit AmountsAmount minus the Total Term Loan Exposures, (By) the then applicable Available Borrowing Base and (Cz) the Aggregate Elected Revolving Commitment Amount;
(iiiii) the conditions set forth in Section 6.02 have been satisfied;
(iviii) if requested by the an Issuing Bank, the Borrower shall have delivered to the such Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be reasonably required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the such Issuing Bank;
(viv) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)) hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the applicable Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(viv) there shall have been (xA) no introduction of or change in the interpretation of any law or regulation, (yB) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (zC) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi2.07(b)(v), would make it unlawful or unduly burdensome for the applicable Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(vi) if any Revolving Credit Lender is a Defaulting Lender, each Issuing Bank has entered into arrangements reasonably satisfactory to it to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit by any such Defaulting Lender, including, without limitation, the creation of a cash collateral account or delivery of other security by the Borrower to assure payment of such Defaulting Lender’s Applicable Revolving Credit Percentage of all outstanding Letter of Credit Obligations; and
(vii) the applicable Issuing Bank shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 2.07(d). Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Credit Agreement (PDC Energy, Inc.)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower any Account Party(ies) unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(ia) after giving effect to the face amount of the Letter of Credit requested, requested (based on the Dollar Amount of the undrawn portion of any Letter of Credit Obligations do denominated in Dollars and the Current Dollar Equivalent of the undrawn portion of any Letter of Credit denominated in any Alternative Currency), plus the face amount of all other Letters of Credit of all Account Parties requested on such date, plus the aggregate undrawn portion of all other Letters of Credit of all Account Parties as of such date, plus the face amount of all Letters of Credit of all Account Parties requested but not yet issued as of such date, plus the unreimbursed amount of any draws under Letters of Credit of all Account Parties (in each case, determined as aforesaid), does not exceed the Letter of Credit Maximum Amount;
(iib) after giving effect to the face amount of the Letter of Credit requested, plus the face amount of all other Letters of Credit of all Account Parties requested on such date, plus the aggregate undrawn portion of all other Letters of Credit of all Account Parties as of such date, plus the face amount of all Letters of Credit of all Account Parties requested but not yet issued as of such date, plus the unreimbursed amount of any drawings under Letters of Credit of all Account Parties as of such date, (in each case determined as aforesaid), plus the aggregate principal amount of all Advances outstanding under the Revolving Credit and the Swing Line, including any Advances requested to be made on such date (determined on the basis of the Current Dollar Equivalent of any Advances denominated in any Alternative Currency, and the Dollar Amount of any Advances in Dollars), do not exceed the then applicable Revolving Credit Aggregate Commitment;
(c) whenever the Account Party is a Permitted Borrower, the face amount of the Letter of Credit Obligations requested by such Permitted Borrower, plus the face amount of all other Letters of Credit requested by such Permitted Borrower on such date, plus the aggregate undrawn portion of all other outstanding Letters of Credit issued for the account of such Permitted Borrower (in each case determined as aforesaid), plus the unreimbursed amount of any drawings under Letters of Credit (using the Current Dollar Equivalent thereof for any such Letters of Credit denominated in any Alternative Currency) issued for the account of such Permitted Borrower, plus the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line to such Permitted Borrower, including any Advances requested to be made on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date each case determined as aforesaid), do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment AmountPermitted Borrower Sublimit;
(iiid) whenever the Account Party is a Permitted Borrower, it shall not be entitled to request a Letter of Credit hereunder until it has complied in all respects with the provisions of Section 2.1(a) or (b) hereof, as applicable;
(e) the conditions obligations of Company and the Guarantors set forth in Section 6.02 have this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and Guarantors and the valid, binding and enforceable nature of this 50 Agreement and the other Loan Documents has not been satisfieddisputed by Company or the Guarantors;
(ivf) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date, and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(g) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested by will not violate the Issuing Bankterms and conditions of any contract, agreement or other borrowing of the Borrower relevant Account Party;
(h) the Account Party requesting the Letter of Credit shall have delivered to the Issuing Bank Agent at its Issuing Office Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Agent, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing BankAgent;
(vi) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Agent from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank or request that Agent refrain from issuing, or any Revolving Credit Lender refrain from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(vij) there shall have been (x) no introduction of or change in the interpretation of any law or regulationregulation that would make it unlawful or unduly burdensome for the Agent to issue or any Lender to take an assignment of its Percentage of the requested Letter of Credit, (y) no suspension of or material limitation on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower applicable Account Party and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, materially affecting the extension of credit by banks; and
(k) Agent shall have received the issuance fees required in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for connection with the Issuing Bank to issue or any Revolving Credit Lender to take an assignment issuance of its Applicable Revolving Credit Percentage of the requested such Letter of Credit or letters of credit generallypursuant to Section 3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank Agent pursuant hereto shall constitute the certification by Borrower the Company and any other Account Party of the matters set forth in Section 6.023.2 (a) through (g) hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Samples: Long Term Revolving Credit Agreement (Vishay Intertechnology Inc)
Conditions to Issuance. No Letter of Credit (other than any Existing Specified Letter of Credit) shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(i) after giving effect to the Letter of Credit requested, (A) the Letter of Credit Obligations do not exceed the Letter of Credit Maximum AmountAmount and (B) each Issuing Bank’s individual Letter of Credit Obligations do not exceed such Issuing Bank’s Letter of Credit Sublimit without the consent of such Issuing Bank;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iviii) if requested by the an Issuing Bank, the Borrower shall have delivered to the such Issuing Bank at its Issuing Office the Letter of Credit Agreement related theretothereto (which must be received no later than three (3) Business Days prior to the requested issuance date), together with such other documents and materials as may be reasonably required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the such Issuing Bank;
(viv) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)) hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the applicable Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(viv) there shall have been (xA) no introduction of or change in the interpretation of any law or regulation, (yB) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (zC) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi2.07(b)(v), would make it unlawful or unduly burdensome for the applicable Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(vi) if any Revolving Credit Lender is a Defaulting Lender, each Issuing Bank has entered into arrangements reasonably satisfactory to it to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit by any such Defaulting Lender, including, without limitation, the creation of a cash collateral account or delivery of other security by the Borrower to assure payment of such Defaulting Lender’s Applicable Revolving Credit Percentage of all outstanding Letter of Credit Obligations;
(vii) the applicable Issuing Bank shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 2.07(d); and
(viii) the issuance, extension or amendment of such Letter of Credit would not violate one or more policies of such Issuing Bank applicable to letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(i) after giving effect to the face amount of the Letter of Credit requested, plus the aggregate amount of all unpaid Letter of Credit Obligations do Obligations, does not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the face amount of the Letter of Credit requested, plus the Letter aggregate principal amount of Credit Obligations on such date all Advances, plus the principal amount of all Advances requested but not yet funded, plus the aggregate amount of all Revolving unpaid Letter of Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do , does not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amountaggregate Revolving Loan Commitment;
(iii) both immediately before and immediately after issuance of the conditions set forth in Section 6.02 have been satisfiedLetter of Credit requested, no Default or Event of Default exists;
(iv) if the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested by will not violate the Issuing Bankterms and conditions of any material contract, agreement or other borrowing of Borrower;
(v) the Borrower shall have delivered to the Issuing Bank Revolving Credit Agent at its Issuing Office Office, not less than five (5) Business Days prior to the requested date for issuance (or such shorter time as the Revolving Credit Agent, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be reasonably required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to Revolving Credit Agent and its Issuing Office in the Issuing Bankexercise of its reasonable discretion;
(vvi) no order, judgment or decree of any court, arbitrator or Governmental Authority governmental authority having competent jurisdiction shall purport by its terms to enjoin or restrain Issuing Bank Revolving Credit Agent from issuing the Letter of Credit requestedCredit, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof Pro Rata Share pursuant to Section 2.07(f)clause (f) hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank or request that Revolving Credit Agent refrain from issuing, or any Revolving Credit Lender refrain from taking an assignment of its Applicable Revolving Credit Percentage Pro Rata Share of, the Letter of Credit requested or letters of credit generally; and;
(vivii) there shall have been (x) no introduction of or change in the interpretation of any law or regulationregulation that would make it unlawful or unduly burdensome for Revolving Credit Agent to issue the requested Letter of Credit, (y) no general suspension of trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by banking authorities in the United States, New York Michigan or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for materially affecting the Issuing Bank to issue or any extension of credit by banks; and
(viii) Revolving Credit Lender to take an assignment Agent shall have received the issuance fee required in connection with the issuance of its Applicable Revolving Credit Percentage of the requested such Letter of Credit or letters of credit generallypursuant to clause (e) hereof. Each Letter of Credit Agreement submitted to Issuing Bank Revolving Credit Agent pursuant hereto shall constitute the certification by the Borrower of the matters set forth in Section 6.02this clause (b) (i) through (viii). The Administrative Revolving Credit Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit The Floor Plan Agent shall not be issued (including the renewal obligated to enter into or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower issue a Drafting Agreement unless, as of the date of issuance (or renewal or extension) of such Letter of CreditDrafting Agreement:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (Aa) the Aggregate Maximum Credit Amounts, (B) Company or the then applicable Borrowing Base and (C) Floor Plan Borrower requesting the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower Drafting Agreement shall have delivered to the Issuing Bank at Floor Plan Agent not less than ten (10) Business Days prior to the requested date for issuance (or such shorter time as the Floor Plan Agent in its Issuing Office the Letter of Credit Agreement related theretosole discretion may permit), together with a written application and such other documents and materials as may documentation (including without limitation a letter of credit agreement if the Drafting Agreement is to be required pursuant to issued in the terms thereof, form of a letter of credit) and the terms of such documents and of the proposed Letter of Credit Drafting Agreement shall satisfy the terms hereof and otherwise be reasonably satisfactory to the Issuing BankFloor Plan Agent;
(vb) the obligations of the Company and its Subsidiaries set forth in this Agreement and the other Loan Documents to which each is a party are valid, binding and enforceable obligations of such parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by any of the Company or any of its Subsidiaries;
(c) the representations and warranties contained in this Agreement or any other Loan Documents are true in all material respects as if made on such date (unless limited to an earlier date), and both immediately before and immediately after issuance of the Drafting Agreement so requested, no Default or Event of Default has occurred and is continuing;
(d) No order, judgment or decree of any court, arbitrator or Governmental Authority or arbitrator shall purport by its terms purport to enjoin or restrain Issuing Bank the Floor Plan Agent from entering into or issuing such Drafting Agreement; no Requirement of Law applicable to the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), Floor Plan Agent and no law, rule, regulation, request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Floor Plan Agent shall prohibit the Issuing Bank from issuingFloor Plan Agent, or request that the Floor Plan Agent refrain, from issuing or entering into Drafting Agreements generally or such Drafting Agreement in particular or shall impose upon the Floor Plan Agent with respect to such Drafting Agreement any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage ofrestriction, the Letter of Credit requested reserve or letters of credit generally; and
capital requirement (vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in for which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi), would make it unlawful or unduly burdensome for the Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Floor Plan Agent shall be entitled to rely on such certification without any duty of inquiry.is not
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
; and (ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit AmountsAmount, (B) the then applicable Borrowing Base and (C) the Aggregate then applicable Elected Commitment AmountLoan Limit;
(iiiii) the conditions set forth in Section 6.02 have been satisfied;
(iviii) if requested by the an Issuing Bank, the Borrower shall have delivered to the such Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be reasonably required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the such Issuing Bank;
(viv) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f)) hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the applicable Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and;
(viv) there shall have been (xA) no introduction of or change in the interpretation of any law or regulation, (yB) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (zC) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letters of credit or on banks generally that, in any case described in this Section 2.07(b)(vi2.07(b)(v), would make it unlawful or unduly burdensome for the applicable Issuing Bank to issue or any Revolving Credit Lender to take an assignment of its Applicable Revolving Credit Percentage of the requested Letter of Credit or letters of credit generally;
(vi) if any Revolving Credit Lender is a Defaulting Lender, each Issuing Bank has entered into arrangements reasonably satisfactory to it to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit by any such Defaulting Lender, including, without limitation, the creation of a cash collateral account or delivery of other security by the Borrower to assure payment of such Defaulting Lender’s Applicable Revolving Credit Percentage of all outstanding Letter of Credit Obligations; and
(vii) the applicable Issuing Bank shall have received the issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 2.07(d). Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 6.02. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
