Common use of Issuance of Letters of Credit and Purchase of Participations Therein Clause in Contracts

Issuance of Letters of Credit and Purchase of Participations Therein. (a) Letters of Credit. Company may request, in accordance with the provisions of this Section 2.5(a), from time to time on or prior to the 10th day prior to the Revolving Commitment Termination Date, that a Revolving Lender issue one or more Letters of Credit denominated in either Approved Currency for the account of Company for the purposes specified in Section 2.7. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, any Revolving Lender may, but (except as provided in Section 2.5(c) in respect of Issuing Bank) shall not be obligated to, issue such Letters of Credit in accordance with the provisions of this Section 2.5(a); provided that Company shall not request that any Revolving Lender issue (and no Revolving Lender shall issue): (i) any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed the Letter of Credit Sublimit; (ii) any Letter of Credit having an expiration date later than the earlier of (x) 5 days prior to the Revolving Commitment Termination Date and (y) the date which is one year from the date of issuance of such Letter of Credit, provided that the immediately preceding clause (y) shall not prevent any Issuing Lender from agreeing that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless such Issuing Lender elects not to extend for any such additional period; provided, further, that such Issuing Lender shall not extend such Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (which has not been waived in accordance with Section 10.5) at the time such Issuing Lender must elect whether or not to allow such extension; or (iii) any Letter of Credit issued for the purpose of supporting indebtedness for borrowed money. The Existing Letters of Credit shall be deemed to have been issued pursuant to the terms of this Section 2.5, shall be participated in by the Lenders as set forth in Section 2.5(f), and shall be subject to all other terms of this Agreement applicable to Letters of Credit. This Agreement shall constitute all of the terms and conditions with respect to the Existing Letters of Credit and supersedes any and all prior agreements, oral or written (other than the Existing Letters of Credit themselves and the related applications, each of which shall remain in full force and effect), between the Issuing Lender and the Credit Parties with respect to the Existing Letters of Credit.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (MAAX Holding Co.)

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Issuance of Letters of Credit and Purchase of Participations Therein. (a) Letters of Credit. Company may requestDuring the Availability Period, in accordance with the provisions of this Section 2.5(a), from time to time on or prior to the 10th day prior to the Revolving Commitment Termination Date, that a Revolving Lender issue one or more Letters of Credit denominated in either Approved Currency for the account of Company for the purposes specified in Section 2.7. Subject subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forthhereof, any Revolving Lender may, but (except as provided in Section 2.5(c) in respect of each Issuing Bank) shall not be obligated to, Bank agrees to issue such Letters of Credit in accordance with (or amend, extend or increase any outstanding Letter of Credit) at the provisions request and for the account of this Section 2.5(athe Borrower (including for the purpose of supporting obligations of Parent or any of its Restricted Subsidiaries); provided that Company shall not request that any Revolving Lender issue (and no Revolving Lender shall issue): (i) any each Letter of Credit if, shall be denominated in dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (iii) after giving effect to such issuance, amendment, extension or increase, in no event shall the Total Utilization of Commitments exceed the Aggregate Available Commitment Amount then in effect; (iv) after giving effect to such issuance, amendment, extension or increase, in no event shall the aggregate Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (v) after giving effect to such issuance, amendment, extension or increase, in no event shall the Letter of Credit Usage would attributable to Letters of Credit issued by any Issuing Bank exceed the Letter Issuing Bank Sublimit of such Issuing Bank, unless otherwise agreed to in writing by such Issuing Bank, (vi) after giving effect to such issuance, amendment, extension or increase, in no event shall the aggregate amount of Revolving Loans (and Swing Line Loans, in the case of the Swing Line Lender) and Letters of Credit Sublimit; issued by such Issuing Bank exceed such Issuing Bank’s Aggregate Available Commitment Amount hereunder, unless otherwise agreed to in writing by such Issuing Bank, and (iivii) in no event shall any Letter of Credit having have an expiration date later than the earlier of (x1) 5 days five Business Days prior to the Revolving Commitment Termination Maturity Date and (y2) the date which is one year from the date of issuance of such Letter of Credit, provided that unless otherwise agreed to in writing by such Issuing Bank. If the immediately preceding clause (y) shall not prevent Borrower so requests in the Application for any Letter of Credit, the applicable Issuing Lender from agreeing that Bank may, in its sole discretion, agree to issue a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year that has automatic extension provisions (each unless such Letter of Credit, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender elects not Bank to extend for prevent any such additional period; provided, further, that extension at least once in each twelve-month period (commencing with the date of issuance of such Issuing Lender shall Letter of Credit) by giving prior notice to the beneficiary thereof not extend later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiration date not later than the date five days prior to the Maturity Date; provided, however, that the applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (except that the expiration date may be extended by up to one year from the then-current form), (B) such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its revised form under the terms hereof or (C) it has knowledge that an Event of Default has occurred and is continuing (which has not been waived received notice from the Required Lenders or the Borrower in accordance with Section 10.52.4(e) at that one or more of the time conditions in Section 4.2(b), (c) or (d) would not be satisfied if such Letter of Credit were so extended. If any Lender is a Defaulting Lender, an Issuing Lender must elect whether Bank shall not be required to issue, amend, extend or not to allow such extension; or (iii) increase any Letter of Credit issued unless such Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage at such time on terms satisfactory to such Issuing Bank. Each request by the Borrower for the purpose issuance, amendment, extension or increase of supporting indebtedness for borrowed money. The Existing Letters any Letter of Credit shall be deemed to have been issued pursuant to be a representation and warranty that the terms of this Section 2.5, shall be participated in by the Lenders as conditions set forth in Section 2.5(fclauses (iii), (iv) and shall be subject to all other terms of this Agreement applicable to Letters of Credit. This Agreement shall constitute all of the terms and conditions with respect to the Existing Letters of Credit and supersedes any and all prior agreements, oral or written (other than the Existing Letters of Credit themselves and the related applications, each of which shall remain in full force and effect), between the Issuing Lender and the Credit Parties with respect to the Existing Letters of Creditv) above have been met.

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (DoorDash, Inc.)

Issuance of Letters of Credit and Purchase of Participations Therein. (a) Letters of Credit. Company may requestDuring the Availability Period, in accordance with the provisions of this Section 2.5(a), from time to time on or prior to the 10th day prior to the Revolving Commitment Termination Date, that a Revolving Lender issue one or more Letters of Credit denominated in either Approved Currency for the account of Company for the purposes specified in Section 2.7. Subject subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forthhereof, any Revolving Lender may, but (except as provided in Section 2.5(c) in respect of each Issuing Bank) shall not be obligated to, Bank agrees to issue such Letters of Credit in accordance with (or amend, extend or increase any outstanding Letter of Credit) at the provisions request and for the account of this Section 2.5(athe Borrower (including for the purpose of supporting obligations of Parent or any of its Restricted Subsidiaries); provided that Company shall not request that any Revolving Lender issue (and no Revolving Lender shall issue): (i) any each Letter of Credit if, shall be denominated in dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (iii) after giving effect to such issuance, amendment, extension or increase, in no event shall the Total Utilization of Commitments exceed the Aggregate Available Commitment Amount then in effect; (iv) after giving effect to such issuance, amendment, extension or increase, in no event shall the aggregate Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (v) after giving effect to such issuance, amendment, extension or increase, in no event shall the Letter of Credit Usage would attributable to Letters of Credit issued by any Issuing Bank exceed the Letter Issuing Bank Sublimit of such Issuing Bank, unless otherwise agreed to in writing by such Issuing Bank, (vi) after giving effect to such issuance, amendment, extension or increase, in no event shall the aggregate amount of Revolving Loans (and Swing Line Loans, in the case of the Swing Line Lender) and Letters of Credit Sublimit; issued by such Issuing Bank exceed such Issuing Bank’s Aggregate Available Commitment Amount hereunder, unless otherwise agreed to in writing by such Issuing Bank, and (iivii) in no event shall any Letter of Credit having have an expiration date later than the earlier of (x1) 5 days five Business Days prior to the Revolving Commitment Termination Maturity Date and (y2) the date which is one year from the date of issuance of such Letter of Credit, provided that unless otherwise agreed to in writing by such Issuing Bank. If the immediately preceding clause (y) shall not prevent Borrower so requests in the Application for any Letter of Credit, the applicable Issuing Lender from agreeing that Bank may, in its sole discretion, agree to issue a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year that has automatic extension provisions (each unless such Letter of Credit, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender elects not Bank to extend for prevent any such additional period; provided, further, that extension at least once in each twelve-month period (commencing with the date of issuance of such Issuing Lender shall Letter of Credit) by giving prior notice to the beneficiary thereof not extend later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiration date not later than the date five days prior to the Maturity Date; provided, however, that the applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (except that the expiration date may be extended by up to one year from the then-current form), (B) such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its revised form under the terms hereof or (C) it has knowledge that an Event of Default has occurred and is continuing (which has not been waived received notice from the Required Lenders or the Borrower in accordance with Section 10.52.4(e) at that one or more of the time conditions in Section 4.2(b), (c) or (d) would not be satisfied if such Letter of Credit were so extended. If any Lender is a Defaulting Lender, an Issuing Lender must elect whether Bank shall not be required to issue, amend, extend or not to allow such extension; or (iii) increase any Letter of Credit issued unless such Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage at such time on terms satisfactory to such Issuing Bank. Each request by the Borrower for the purpose issuance, amendment, extension or increase of supporting indebtedness for borrowed money. The Existing Letters any Letter of Credit shall be deemed to be a representation and warranty that the conditions set forth in clauses (iii), (iv) and (v) above have been issued met. (b) Whenever the Borrower desires the issuance, amendment, extension or increase of a Letter of Credit, it shall deliver to the Administrative Agent and the applicable Issuing Bank (i) in the case of a request for the issuance of a Letter of Credit, an Issuance Notice and Application no later than 1:00 p.m. (New York City time) at least five Business Days in advance of the proposed date of issuance and (ii) in the case of a request for the amendment, extension or increase of a Letter of Credit, a notice and/or letter of credit application, in such form as specified by the applicable Issuing Bank, identifying the Letter of Credit to be amended, extended or increased and specifying the requested date of amendment, extension or increase (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (a) of this Section), the amount of such Letter of Credit and such other information as shall be necessary to enable the applicable Issuing Bank to amend, extend or increase such Letter of Credit, no later than 1:00 p.m. (New York City time) at least five Business Days in advance of the proposed date of such amendment, extension or increase (or such shorter period as the applicable Issuing Bank may agree to in its sole discretion). Each notice or letter of credit application delivered pursuant to the terms of this Section 2.5, 2.4(b) shall be participated in accompanied by documentary and other evidence of the proposed beneficiary’s identity as may reasonably be requested by the Lenders as applicable Issuing Bank to enable such Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including the USA Patriot Act. Upon satisfaction or waiver of the conditions set forth in Section 2.5(f)4.2, and the applicable Issuing Bank shall be subject issue or amend, extend or increase the requested Letter of Credit only in accordance with such Issuing Bank’s standard operating procedures as in effect from time to all time. Notwithstanding any other terms provision of this Agreement or any other Loan Document to the contrary, (i) no Issuing Bank shall be required to issue, amend, extend or increase any Letter of Credit if (y) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to Letters such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good xxxxx xxxxx material to it or (z) such Letter of Credit would violate such Issuing Bank’s standard policies and procedures regarding the issuance of letters of credit as in effect from time to time (to the extent not in conflict with the requirements of this Section 2.4 or as otherwise accepted by the Borrower) and (ii) GSLP, Barclays Bank PLC and Deutsche Bank AG New York Branch shall not be obligated to issue any commercial or trade letters of credit. Notwithstanding anything contained in any Application furnished to any Issuing Bank in connection with the issuance of any Letter of Credit or any notice or letter of credit application furnished to any Issuing Bank in connection with the amendment, extension or increase of any Letter of Credit. This Agreement shall constitute all , in the event of any conflict between the terms and conditions of such Application or notice or letter of credit application, on the one hand, and the terms and conditions of this Agreement, on the other hand, the terms and conditions of this Agreement shall control. Upon the issuance of any Letter of Credit or amendment, extension or increase thereof, the applicable Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender of the amount thereof, which notice from the Administrative Agent shall be accompanied by a copy of such Letter of Credit or amendment, extension or increase thereof and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.4(e). (c) In determining whether to honor any drawing under any Letter of Credit by the beneficiary(ies) thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the Existing terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents, if such documents are not in strict compliance with the terms of such Letter of Credit. As between the Borrower and an Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit and supersedes any and all prior agreementsissued by such Issuing Bank, oral or written (other than by the Existing Letters respective beneficiaries of Credit themselves and the related applications, each of which shall remain in full force and effect), between the Issuing Lender and the Credit Parties with respect to the Existing such Letters of Credit; provided that such assumption of risk by the Borrower shall not affect any rights that the Borrower may have against any such beneficiary. In furtherance and not in limitation of the foregoing, an Issuing Bank shall not be responsible or have any liability for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by any beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; (viii) any other action or inaction taken or suffered by such Issuing Bank under or in connection with any such Letter of Credit, if required under, or expressly authorized under the circumstances by, any applicable domestic or foreign law or letter of credit practice or (ix) any consequences arising from causes beyond the control of such Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting of, any of such Issuing Bank’s rights or powers hereunder or place such Issuing Bank under any liability to the Borrower. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by any Issuing Bank under or in connection with any Letter of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in “good faith” (as such term is defined in Article 5 of the New York Uniform Commercial Code), shall not give rise to any liability on the part of such Issuing Bank to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.4(c), the applicable Issuing Bank shall not be excused from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any Issuing Bank (as determined by a final, non-appealable judgment of a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. (d) In the event any Issuing Bank has honored a drawing under a Letter of Credit on any date (a “Disbursement Date”), it shall promptly notify the Borrower and the Administrative Agent of the amount of such drawing and of the applicable Disbursement Date. The Borrower shall reimburse such Issuing Bank by paying to the Administrative Agent for the account of such Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date”) an amount in same day funds equal to the dollar amount of such honored drawing, together in each case with accrued and unpaid interest as provided in Section 2.12; provided that, if the dollar amount of such honored drawing is $500,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.3 or 2.5 that such payment be financed with a Swing Line Loan or an ABR Borrowing and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Swing Line Loan or

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (DoorDash Inc)

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Issuance of Letters of Credit and Purchase of Participations Therein. (a) Letters of Credit. Company may requestacknowledges and confirms that Issuing Bank holds Existing Letters of Credit in the respective principal amounts outstanding as of the Closing Date set forth opposite its name on Schedule 2.4 annexed hereto. Company hereby represents, warrants, agrees, covenants and (1) reaffirms that it is not aware of any defense, set off, claim or counterclaim against any Agent or Issuing Bank in regard to its Obligations in respect of such Existing Letters of Credit and (2) reaffirms its obligation to pay such Existing Letters of Credit in accordance with the provisions of this Section 2.5(a), from time to time on or prior to the 10th day prior to the Revolving Commitment Termination Date, that a Revolving Lender issue one or more Letters of Credit denominated in either Approved Currency for the account of Company for the purposes specified in Section 2.7. Subject to the terms and conditions of this Agreement and in reliance upon the representations other Credit Documents. Based on the foregoing, Company and warranties each Lender agree that, other than any amounts owed (whether or not presently due and payable, and including all interest and fees accrued to the Closing Date (which shall be payable on the next Interest Payment Date with respect to the Existing Revolving Loans to which such Letter of Credit and interest relates)) by Company herein set forth, any Revolving Lender may, but (except as provided in Section 2.5(c) to Issuing Bank or in respect of the Existing Letters of Credit, all Existing Letters of Credit shall, as of the Closing Date, be converted to, maintained as, and owed by Company under or in respect of Letters of Credit hereunder and shall constitute Letter of Credit Usage hereunder for purposes of the Letter of Credit Sublimit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing BankBank agrees to issue Letters of Credit for the account of Company in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) the stated amount of each Letter of Credit shall not be obligated to, issue less than $ 10,000 or such Letters of Credit in accordance with the provisions of this Section 2.5(a)lesser amount as is acceptable to Issuing Bank; provided that Company shall not request that any Revolving Lender issue (and no Revolving Lender shall issue): (iii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Borrowing Base then in effect (determined on the date on which Administrative Agent has most recently received a Borrowing Base Certificate) and in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iii) after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the Letter of Credit Sublimit; Sublimit then in effect; (iiiv) in no event shall any standby Letter of Credit having have an expiration date later than the earlier of (x1) 5 days prior to the Revolving Commitment Termination Date and (y2) the date which is one year from the date of issuance of such standby Letter of Credit, provided that ; and (v) in no event shall any commercial Letter of Credit (x) have an expiration date later than the immediately preceding clause earlier of (1) the Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) shall not prevent any Issuing Lender from agreeing that a be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit (other than Existing Letters of Credit) will automatically be extended for one or more successive periods not to exceed one year each each, unless such Issuing Lender Bank elects not to extend for any such additional period; provided, further, that such Issuing Lender Bank shall not extend any such Letter of Credit if it has knowledge received written notice that an Event of Default has occurred and is continuing (which has not been waived in accordance with Section 10.5) at the time such Issuing Lender Bank must elect whether or not to allow such extension; or (iii) provided, further, in the event a Funding Default exists, Issuing Bank shall not be required to issue any Letter of Credit issued for the purpose of supporting indebtedness for borrowed money. The Existing Letters of Credit shall be deemed unless Issuing Bank has entered into arrangements satisfactory to have been issued pursuant it and Company to the terms of this Section 2.5, shall be participated in by the Lenders as set forth in Section 2.5(f), and shall be subject to all other terms of this Agreement applicable to Letters of Credit. This Agreement shall constitute all of the terms and conditions eliminate Issuing Bank's risk with respect to the Existing participation in Letters of Credit and supersedes any and all prior agreementsof the Defaulting Lender, oral or written (other than including by cash collateralizing such Defaulting Lender's Pro Rata Share of the Existing Letters Letter of Credit themselves and the related applications, each of which shall remain in full force and effect), between the Issuing Lender and the Credit Parties with respect to the Existing Letters of CreditUsage.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Amscan Holdings Inc)

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