Issuance of Letters of Credit. a. Borrowing Agent, on behalf of Borrowers, may request Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days' prior to the proposed date of issuance, Agent's form of Letter of Credit Application (the "Letter of Credit Application") completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit. b. Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit's date of issuance other than the IRB Letters of Credit [and the $467,000 issued in favor of Raffles - to be discussed] and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), as determined by Agent, and each trade Letter of Credit shall be subject to UCP 500. c. Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Compudyne Corp)
Issuance of Letters of Credit. a. Borrowing AgentIssuing Bank agrees to issue Letters of Credit from time to time until 10 Business Days prior to the Revolver Termination Date (or until the Commitment Termination Date, if earlier), on behalf of Borrowersthe terms set forth herein, may request Agent including the following:
(a) Each Borrower acknowledges that Issuing Bank’s willingness to issue any Letter of Credit is conditioned upon Issuing Bank’s receipt of a LC Application with respect to the requested Letter of Credit, as well as such other instruments and agreements as Issuing Bank may 45 NAI-1507796678v9
(b) Letters of Credit may be requested by a Borrower only (i) to support obligations of such Borrower or cause a Subsidiary thereof incurred in the Ordinary Course of Business; or (ii) for other purposes as Agent may approve from time to time in writing. The renewal or extension of any Letter of Credit shall be treated as the issuance of a new Letter of Credit, except that delivery of a new LC Application shall be required at the discretion of Issuing Bank.
(c) Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by delivering the beneficiary. In connection with issuance of any Letter of Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to Agent at be represented by any Documents; any differences or variation in the Payment Officecharacter, prior quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to 10:00 a.m. (New York time)ship, at least five (5) Business Days' prior any goods referred to the proposed date of issuance, Agent's form of in a Letter of Credit Application (or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the "misapplication by a beneficiary of any Letter of Credit Application") completed or the proceeds thereof; or any consequences arising from causes beyond the control of Issuing Bank, Agent or any Lender, including any act or omission of a Governmental Authority. The rights and remedies of Issuing Bank under the Loan Documents shall be cumulative. Issuing Bank shall be fully subrogated to the satisfaction rights and remedies of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements each beneficiary whose claims against Borrowers are discharged with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal proceeds of any Letter of Credit.
b. Each Letter (d) In connection with its administration of Credit shall, among other things, (i) provide for the payment and enforcement of sight drafts, other written demands for payment, rights or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit's date of issuance other than the IRB remedies under any Letters of Credit [or LC Documents, Issuing Bank shall be entitled to act, and the $467,000 issued shall be fully protected in favor of Raffles - acting, upon any certification, documentation or communication in whatever form believed by Issuing Bank, in good faith, to be discussed] genuine and correct and to have been signed, sent or made by a proper Person. Issuing Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in no event later than the last day of the Termany action taken in good faith reliance upon, any advice given by such experts. Each standby Letter Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to Letters of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500or LC Documents, and any amendments shall not be liable for the negligence or revision thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98misconduct of agents and attorneys-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), as determined by Agent, and each trade Letter of Credit shall be subject to UCP 500.
c. Agent shall use its in-fact selected with reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.care. 46 NAI-1507796678v9
Appears in 1 contract
Samples: Loan and Security Agreement (Commercial Vehicle Group, Inc.)
Issuance of Letters of Credit. a. Borrowing Agent, on behalf of Borrowers, may request Agent agrees to issue Letters of Credit from time to time on the terms set forth in this Agreement, including the following:
(i) Agent shall have no obligation to issue any Letter of Credit unless each of the following conditions precedent have been satisfied:
(A) after giving effect to such Letter of Credit, the Working Capital Obligations will not exceed the lesser of the Borrowing Base and the Commitments;
(B) such Letter of Credit has an expiration date less than or cause equal to 12 months;
(C) the expiration date of such Letter of Credit shall not extend past the last day of the stated Term;
(D) all conditions precedent set forth in Article 3 shall have been satisfied; and
(E) Borrower shall have executed and delivered all applications and other agreements and documents as Agent shall have requested, each of which shall be in form and substance satisfactory to Agent.
(ii) If Agent determines that any condition precedent to the issuance of any Letter of Credit is not satisfied or receives written notice from a Bank at least five Business Days before issuance of a Letter of Credit by delivering that any such condition precedent has not been satisfied, Agent shall have no obligation to Agent at issue the Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days' prior to the proposed date of issuance, Agent's form of requested Letter of Credit Application (the "Letter of Credit Application") completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit.
b. Each Letter of Credit shall, among other things, (i) provide for until such notice is withdrawn in writing by Agent or such Bank or until the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder Majority Banks have waived the applicable condition precedent in accordance with the terms thereof and when accompanied by the documents described therein and this Agreement. Before receipt of any such notice, Agent shall not be deemed to have knowledge of any failure to satisfy any such condition precedent.
(iiiii) have an expiry date not later than twelve (12) months after such Letter The renewal or extension of Credit's date of issuance other than the IRB Letters of Credit [and the $467,000 issued in favor of Raffles - to be discussed] and in no event later than the last day of the Term. Each standby any Letter of Credit shall be subject either treated as the issuance of a new Letter of Credit, except that the Borrower need not deliver a new letter of credit application unless requested to the Uniform Customs do so by Agent.
(iv) In connection with its administration of and Practice for Documentary Credits (1993 Revision)enforcement of rights or remedies under any Letters of Credit or any documents executed and delivered in connection therewith, International Chamber of Commerce Publication No. 500Agent shall be entitled to act, and shall be fully protected in acting, upon any amendments certification, documentation, or revision thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), as determined communication in whatever form believed by Agent, in good faith, to be genuine and each trade Letter correct and to have been signed, sent, or made by a proper Person. Agent may consult with and employ legal counsel, accountants, and other experts to advise it concerning its obligations, rights, and remedies with respect to the issuance and administration of Letters of Credit and such documents and shall be subject entitled to UCP 500.
c. act (or refuse to act) upon, and shall be fully protected in any action taken (or refused to be taken) in good faith reliance upon, any advice given by such Persons. Agent shall use its reasonable efforts may employ agents and attorneys-in-fact in connection with any matter relating to notify Lenders of the request by Borrowing Agent for a Letter Letters of Credit hereunderor any documents executed and delivered in connection therewith and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Shoe Carnival Inc)
Issuance of Letters of Credit. a. Borrowing Agent, on behalf of Borrowers, The Borrower or any Loan Party may at any time prior to the Expiration Date request Agent to issue or cause the issuance of a letter of credit (each, a "Letter of Credit Credit"), which may be denominated in either Dollars or an Alternate Currency, for its own account or the account of another Loan Party or on behalf of the Borrower and either an Excluded Subsidiary or a Subsidiary of the Borrower which is not a Loan Party (in which case the Borrower and such Excluded Subsidiary or Subsidiary, as applicable, shall be co-applicants with respect to such Letter of Credit), or the amendment or extension of an existing Letter of Credit, by delivering or transmitting electronically, or having such other Loan Party deliver or transmit electronically to Agent at an Issuing Lender (with a copy to the Payment OfficeAdministrative Agent) a completed application for letter of credit, prior or request for such amendment or extension, as applicable, in such form as such Issuing Lender may specify from time to time by no later than 10:00 a.m. (New York time), at least five (5) Business Days' prior , or such shorter period as may be agreed to by such Issuing Lender, in advance of the proposed date of issuance. The Borrower or any Loan Party shall authorize and direct such Issuing Lender to name the Borrower or any Loan Party or any Excluded Subsidiary or Subsidiary, Agent's form as applicable, as the "Applicant" or "Account Party" of each Letter of Credit. Promptly after receipt of any letter of credit application, such Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application application and if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. All letters of credit which are identified on Schedule 2.9.1 hereto, which shall consist of all letters of credit outstanding on the Closing Date, shall be deemed to have been issued under this Agreement and shall constitute Letters of Credit, regardless of which Person is the applicant thereunder.
2.9.1.1 Unless such Issuing Lender has received notice from any Lender, the Administrative Agent or any Loan Party, at least one day prior to the requested date of issuance, amendment or extension of the applicable Letter of Credit, that one or more applicable conditions in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.9, the Issuing Lender or any of such Issuing Lender's Affiliates will issue the proposed Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance (but may include a provision for the automatic extension of the Letter of Credit absent notice by such Issuing Lender to the beneficiary), and (B) in no event expire later than 364 days after the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $125,000,000 (the "Letter of Credit ApplicationSublimit") completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit.
b. Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit's date of issuance other than the IRB Letters of Revolving Facility Usage exceed, at any one time, the Revolving Credit [and the $467,000 issued in favor of Raffles - to be discussed] and in no event later than the last day of the TermCommitments. Each standby request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be subject either deemed to be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the Uniform Customs and Practice for Documentary Credits (1993 Revision)requested issuance, International Chamber amendment or extension of Commerce Publication Nosuch Letter of Credit. 500, and Promptly after its delivery of any amendments or revision thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), as determined by Agent, and each trade Letter of Credit shall be subject or any amendment to UCP 500.
c. Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunderto the beneficiary thereof, the applicable Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Issuance of Letters of Credit. a. Borrowing Agent, on behalf of Borrowers, Any Borrower or any other Loan Party may at any time prior to the Revolving Credit Expiration Date request Agent to issue or cause the issuance of a standby or trade letter of credit (each such letter of credit and each Existing Letter of Credit Credit, a “Letter of Credit”), for its own account or the account of another Loan Party, or the amendment or extension of an existing Letter of Credit, by delivering or transmitting electronically, or having such other Loan Party deliver or transmit electronically to Agent at the Payment Officeapplicable Issuing Lender (with a copy to the Administrative Agent) a completed application for letter of credit, prior or request for such amendment or extension, as applicable, in such form as such Issuing Lender may specify from time to time by no later than 10:00 a.m. (New York time), at least five (5) Business Days' prior , or such shorter period as may be agreed to by such Issuing Lender, in advance of the proposed date of issuance, Agent's form . The Borrowers or any other Loan Party shall authorize and direct the applicable Issuing Lender to name any Borrower or any other Loan Party as the “Applicant” or “Account Party” of each Letter of Credit Application (the "Letter Credit. Promptly after receipt of Credit Application") completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit application, the applicable Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the DMFIRM #404836892 v17 41 Administrative Agent has received a copy of such Letter of Credit application and if not, such Issuing Lender will provide the disposition Administrative Agent with a copy thereof. The Existing Letters of documentsCredit shall be deemed to have been issued hereunder and shall constitute a Letter of Credit hereunder for all purposes, disposition subject to each of the terms and conditions of this Agreement and each of the other Loan Documents. Each Lender shall be deemed to have irrevocably and unconditionally acquired from each issuer of an Existing Letter of Credit a participation in such Existing Letter of Credit in accordance with Section 2.9.3 [Disbursements, Reimbursements].
2.9.1.1 Unless the applicable Issuing Lender has received notice from any unutilized fundsLender, and the Administrative Agent or any Loan Party, at least one day prior to agree with Agent upon any amendmentthe requested date of issuance, amendment or extension or renewal of any the applicable Letter of Credit.
b. Each , that one or more applicable conditions in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.9, such Issuing Lender or any of such Issuing Lender’s Affiliates will issue the proposed Letter of Credit shallor agree to such amendment or extension, among other things, provided that each Letter of Credit shall (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (iiA) have an expiry date not later than a maximum maturity of twelve (12) months after from the date of issuance, and (B) in no event expire later than the Revolving Credit Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $125,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Notwithstanding the foregoing, any Letter of Credit may contain customary automatic renewal provisions agreed upon by a Borrower or other Loan Party and the applicable Issuing Lender pursuant to which the expiration date of such Letter of Credit's Credit shall automatically be extended for a period of up to 12 months (but not to a date of issuance other than the IRB Letters of Credit [and the $467,000 issued in favor of Raffles - to be discussed] and in no event later than the last day date set forth in clause (B) above), subject to a right on the part of such Issuing Lender, in its discretion, to prevent any such renewal from occurring by giving notice to the Termbeneficiary in advance of any such renewal; provided that unless otherwise directed by such Issuing Lender, neither any Borrower nor any other Loan Party shall be required to make a specific request to such Issuing Lender for any such renewal. Each standby request by a Borrower or another Loan Party for the issuance, amendment or extension of a Letter of Credit shall be subject either deemed to be a representation by the Borrowers that they shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the Uniform Customs and Practice for Documentary Credits (1993 Revision)requested issuance, International Chamber amendment or extension of Commerce Publication Nosuch Letter of Credit. 500, and Promptly after its delivery of any amendments or revision thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), as determined by Agent, and each trade Letter of Credit shall be subject or any amendment to UCP 500.
c. Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunderto the beneficiary thereof, the applicable Issuing Lender will also deliver to the Borrowing Agent and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Issuance of Letters of Credit. a. Borrowing Agent, on behalf of Borrowers, Any Borrower or any other Loan Party may at any time prior to the Revolving Credit Expiration Date request Agent to issue or cause the issuance of a standby or trade letter of credit (each such letter of credit and each Existing Letter of Credit Credit, a “Letter of Credit”), for its own account or the account of another Loan Party, or the amendment or extension of an existing Letter of Credit, by delivering or transmitting electronically, or having such other Loan Party deliver or transmit electronically to Agent at the Payment Officeapplicable Issuing Lender (with a copy to the Administrative Agent) a completed application for letter of credit, prior or request for such amendment or extension, as applicable, in such form as such Issuing Lender may specify from time to time by no later than 10:00 a.m. (New York time), at least five (5) Business Days' prior , or such shorter period as may be agreed to by such Issuing Lender, in advance of the proposed date of issuance, Agent's form . The Borrowers or any other Loan Party shall authorize and direct the applicable Issuing Lender to name any Borrower or any other Loan Party as the “Applicant” or “Account Party” of each Letter of Credit Application (the "Letter Credit. Promptly after receipt of Credit Application") completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit application, the applicable Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit application and if not, such Issuing Lender will provide the disposition Administrative Agent with a copy thereof. The Existing Letters of documentsCredit shall be deemed to have been issued hereunder and shall constitute a Letter of Credit hereunder for all purposes, disposition subject to each of the terms and conditions of this Agreement and each of the other Loan Documents. Each Lender shall be deemed to have irrevocably and unconditionally acquired from each issuer of an Existing Letter of Credit a participation in such Existing Letter of Credit in accordance with Section 2.9.3 [Disbursements, Reimbursements].
2.9.1.1 Unless the applicable Issuing Lender has received notice from any unutilized fundsLender, and the Administrative Agent or any Loan Party, at least one day prior to agree with Agent upon any amendmentthe requested date of issuance, amendment or extension or renewal of any the applicable Letter of Credit.
b. Each , that one or more applicable conditions in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.9, such Issuing Lender or any of such Issuing Lender’s Affiliates will issue the proposed Letter of Credit shallor agree to such amendment or extension, among other things, provided that each Letter of Credit shall (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (iiA) have an expiry date not later than a maximum maturity of twelve (12) months after from the date of issuance, and (B) in no event expire later than the Revolving Credit Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one DMEAST #35945034 v12 35 time, $125,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Notwithstanding the foregoing, any Letter of Credit may contain customary automatic renewal provisions agreed upon by a Borrower or other Loan Party and the applicable Issuing Lender pursuant to which the expiration date of such Letter of Credit's Credit shall automatically be extended for a period of up to 12 months (but not to a date of issuance other than the IRB Letters of Credit [and the $467,000 issued in favor of Raffles - to be discussed] and in no event later than the last day date set forth in clause (B) above), subject to a right on the part of such Issuing Lender, in its discretion, to prevent any such renewal from occurring by giving notice to the Termbeneficiary in advance of any such renewal; provided that unless otherwise directed by such Issuing Lender, neither any Borrower nor any other Loan Party shall be required to make a specific request to such Issuing Lender for any such renewal. Each standby request by a Borrower or another Loan Party for the issuance, amendment or extension of a Letter of Credit shall be subject either deemed to be a representation by the Borrowers that they shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the Uniform Customs and Practice for Documentary Credits (1993 Revision)requested issuance, International Chamber amendment or extension of Commerce Publication Nosuch Letter of Credit. 500, and Promptly after its delivery of any amendments or revision thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), as determined by Agent, and each trade Letter of Credit shall be subject or any amendment to UCP 500.
c. Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunderto the beneficiary thereof, the applicable Issuing Lender will also deliver to the Borrowing Agent and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Issuance of Letters of Credit. a. Borrowing Agent, on behalf of Borrowers, may request Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Payment Office, prior to 10:00 a.m. (New York time), at least five (5a) Business Days' prior to the proposed date of issuance, Agent's form of Letter of Credit Application (the "Letter of Credit Application") completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit.
b. Each Letter of Credit issued hereunder shall, among other things, (i) provide for the payment of sight drafts, drafts or other written demands for payment, or acceptances of usance drafts payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and therein, (ii) have an expiry date not later than twelve (12) months after such Letter of Credit's ’s date of issuance other than or requested extension or renewal, as the IRB Letters of Credit [case may be, in accordance with Sections 1.1 and 1.2 and (iii) be in form and substance reasonably acceptable to the $467,000 issued applicable LOC Issuer in favor of Raffles - to be discussed] and in no event later than the last day of the Termits sole discretion. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (1993 2007 Revision), International Chamber of Commerce Publication No. 500600, and any amendments or revision revisions thereof adhered to by the each respective LOC Issuer ("“UCP 500"600”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) ), and any amendments or revisions thereof adhered to by each respective LOC Issuer (the "“ISP98 Rules"”), as determined by Agentsuch LOC Issuer for itself.
(b) Seller shall authorize and direct each LOC Issuer to name Seller, and on behalf of, or “for the benefit of” Originator, as the “Applicant” or “Account Party” (as applicable) of each trade Letter of Credit; provided, in either case, in no event shall any Person (including Originator) other than the Seller or Seller in such capacity be the Applicant” or “Account Party” (as applicable) under any Letter of Credit shall be subject or otherwise have any obligation to UCP 500.
c. Agent shall use its reasonable efforts to notify Lenders reimburse any LOC Issuer under the terms of the request by Borrowing Agent for a any Letter of Credit hereunderCredit.
Appears in 1 contract
Issuance of Letters of Credit. a. Borrowing Agent, on behalf of Borrowers, (i) Borrower may request Agent Issuer to issue or cause the issuance of a Letter of Credit by delivering to Agent Issuer at the Payment Officeits offices in Cincinnati, prior to 10:00 a.m. Ohio: (New York time), at least five (51) Business Days' prior to the proposed date of issuance, Agent's Issuer’s form of Letter of Credit Application (the "“Letter of Credit Application"”) completed to the satisfaction of Agent; and, Issuer and (2) such other certificates, documents and other papers and information as Agent Issuer may reasonably requestrequest no later than 12:00 noon (Cincinnati, Ohio time) at least five (5) Business Days’ prior to the date of such proposed issuance. Borrowing Agent, on behalf of Borrowers, Borrower also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreementLetter of Credit Document, any letter Letter of credit Credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent Issuer upon any amendment, extension or renewal of any Letter of Credit.
b. (ii) Each Letter of Credit shall, among other things, (iA) provide for the payment of sight draftsdrafts or other forms of written demand for payment or, other written demands for payment, or acceptances of usance issued drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (iiB) have an expiry date not later than twelve the earlier of (121) months after such Letter of Credit's one (1) year from the date of issuance other than the IRB Letters of Credit [or (2) unless agreed to by Lenders and the $467,000 issued in favor of Raffles - to be discussed] and in no event later than the last day of the TermIssuer, June 1, 2010. Each standby Letter of Credit shall be subject either to the International Standby Practices 1998, International Chamber of Commerce Publication 590 and any amendments or revisions thereof adhered to by Issuer (the “ISP”) or the Uniform Customs and Practice for Documentary Credits (1993 Revision2006 Edition), International Chamber of Commerce Publication No. 500600, and any amendments or revision revisions thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"“UCP”), as determined by Agent, and each trade Issuer. Each Letter of Credit shall be subject governed, to the extent not inconsistent with the UCP 500or the ISP, as applicable, by the laws of the State of Ohio. Issuer shall have absolute discretion whether to accept any draft.
c. Agent (iii) In connection with the issuance of any Letter of Credit, Borrower shall use its indemnify, save and hold Lenders and Issuer harmless from any loss, cost, expense or liability, including payments made by Lenders or Issuer and expenses and reasonable efforts to notify attorneys’ fees incurred by Lenders of the request by Borrowing Agent for a or Issuer arising out of, or in connection with, any Letter of Credit hereunderto be issued or created for Borrower. Borrower shall be bound by Lenders’ or Issuer’s regulations and good faith interpretations of any Letter of Credit issued or created for the account of Borrower although this interpretation may be different from its own; and, none of Lenders, Issuer or any of their correspondents shall be liable for any error, negligence, or mistakes, whether of omission or commission, in following Borrower’s instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in issuing or paying any Letter of Credit, except for Lenders’, Issuer’s or such correspondents’ gross negligence or willful misconduct.
(iv) Borrower shall authorize and direct Issuer to name the applicable Borrower as the “applicant” or “account party” of each Letter of Credit. Borrower shall authorize and direct Issuer to deliver to Lenders all instruments, documents, and other writings and property received by Issuer pursuant to the Letter of Credit and to accept and rely upon Lenders’ instructions and agreements with respect to all matters arising in connection with the Letter of Credit, the application therefor or any acceptance therefor.
Appears in 1 contract
Samples: Credit Agreement (AtriCure, Inc.)
Issuance of Letters of Credit. a. Borrowing Agent, on behalf of Borrowers, may request Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Payment Office, prior to 10:00 a.m. (New York time), at least five (5a) Business Days' prior to the proposed date of issuance, Agent's form of Letter of Credit Application (the "Letter of Credit Application") completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit.
b. Each Letter of Credit issued hereunder shall, among other things, (i) provide for the payment of sight drafts, drafts or other written demands for payment, or acceptances of usance drafts payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and therein, (ii) have an expiry date not later than twelve (12) months after such Letter of Credit's ’s date of issuance other than or requested extension or renewal, as the IRB Letters of Credit [case may be, in accordance with Sections 1.1 and 1.2 and (iii) be in form and substance reasonably acceptable to the $467,000 issued applicable LOC Issuer in favor of Raffles - to be discussed] and in no event later than the last day of the Termits sole discretion. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (1993 2007 Revision), International Chamber of Commerce Publication No. 500600, and any amendments or revision revisions thereof adhered to by the each respective LOC Issuer ("“UCP 500"600”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) ), and any amendments or revisions thereof adhered to by each respective LOC Issuer (the "“ISP98 Rules"”), as determined by Agentsuch LOC Issuer for itself.
(b) Seller shall authorize and direct each LOC Issuer to name Seller, and on behalf of, or “for the benefit of” Originator, as the “Applicant” or “Account Party” (as applicable) of each trade Letter of Credit; provided, in either case, in no event shall any Person (including Originator) other than the Seller or Seller in such capacity be the “Applicant” or “Account Party” (as applicable) under any Letter of Credit shall be subject or otherwise have any obligation to UCP 500.
c. Agent shall use its reasonable efforts to notify Lenders reimburse any LOC Issuer under the terms of the request by Borrowing Agent for a any Letter of Credit hereunderCredit.
Appears in 1 contract
Issuance of Letters of Credit. a. Borrowing Agent, on behalf of Borrowers, 2.11.1 Borrower may request Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days' prior to the proposed date of issuance, Agent's form of Letter of Credit Application (the "Letter of Credit Application") completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, Borrower also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit.
b. 2.11.2 Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, drafts or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve six (126) months after such Letter of Credit's date of issuance other than the IRB Letters of Credit [and the $467,000 issued in favor of Raffles - to be discussed] and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision thereof adhered to by the Issuer ("UCP 500") or and, to the International Standby Practices (ISP98-International Chamber extent not inconsistent therewith, the laws of Commerce Publication Number 590) (the "ISP98 Rules"), as determined by Agent, and each trade Letter State of Credit shall be subject to UCP 500Indiana.
c. 2.11.3 Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent Borrower for a Letter of Credit hereunder.
2.11.4 Agent shall have absolute discretion whether to accept any draft. Without in any way limiting Agent's absolute discretion whether to accept any draft, Borrower will not present for acceptance any draft, and Agent will generally not accept any drafts (i) that arise out of transactions involving the sale of goods by Borrower not in the ordinary course of its business, (ii) that involve a sale to an Affiliate of Borrower, (iii) that involve any purchase for which Agent has not received all related documents, instruments and forms requested by Agent, (iv) for which Agent is unable to locate a purchaser in the ordinary course of business on standard terms, or (v) that is not eligible for discounting with Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the Federal Reserve Act, as amended.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Security Agreement (Obsidian Enterprises Inc)
Issuance of Letters of Credit. a. Borrowing AgentOn the Closing Date, the outstanding Letters of Credit previously issued by PNC Bank as an "Issuing Bank" under the Existing Credit Agreement that are set forth on behalf Schedule 2.9.1 (the "Existing Letters of BorrowersCredit") will automatically, without any action on the part of any Person, be deemed to be Letters of Credit issued hereunder for the account of the Borrower for all purposes of this Agreement and the other Loan Documents. In addition, Borrower may request Agent to issue or cause the issuance of a letter of credit (each a "Letter of Credit Credit") on behalf of itself or another Loan Party, or the amendment or extension of an existing Letter of Credit, by delivering or having such other Loan Party deliver to Agent at the Payment OfficeIssuing Bank (with a copy to the Agent) a completed application and agreement for letters of credit, prior or request for such amendment or extension, as applicable, in such form as the Issuing Bank may specify from time to time by no later than 10:00 a.m. (New York a.m., Pittsburgh time), at least five (5) Business Days' prior , or such shorter period as may be agreed to by the Agent, in advance of the proposed date of issuance, Agent's form of Letter of Credit Application (the "Letter of Credit Application") completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit.
b. Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit's date of issuance other than the IRB Letters of Credit [and the $467,000 issued in favor of Raffles - to be discussed] and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either a Standby Letter of Credit. Promptly after receipt of any letter of credit application, the Issuing Bank shall confirm with the Agent (by telephone or in writing) that the Agent has received a copy of such Letter of Credit application and if not, such Issuing Bank will provide Agent with a copy thereof. Unless the Issuing Bank has received notice from any Bank, Agent or any Loan Party, at least one day prior to the Uniform Customs requested date of issuance, amendment or extension of the applicable Letter of Credit, that one or more applicable conditions in Section 7 [Conditions of Lending and Practice Issuance of Letter of Credit] is not satisfied, then, so long as there is no Event of Default or Potential Default, subject to compliance with all of the terms and conditions set forth in this Agreement, any Letter of Credit may be automatically renewable if such selection is made on the application for Documentary Credits (1993 Revision)such Letter of Credit. Subject to the terms and conditions hereof and in reliance on the agreements of the other Banks set forth in this Section 2.9, International Chamber the Issuing Bank or any of Commerce Publication No. 500the Issuing Bank's Affiliates will issue a Letter of Credit or renew an existing Letter of Credit, and any amendments or revision thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), as determined by Agent, and provided that each trade Letter of Credit shall be subject to UCP 500.
c. Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.(A) have a
Appears in 1 contract
Issuance of Letters of Credit. a. (a) Borrowing Agent, on behalf of Borrowersany Borrower, may request Administrative Agent to issue or cause the issuance of a Letter of Credit by delivering to Administrative Agent at the Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days' prior to the proposed date of issuance, Administrative Agent's ’s form of Letter of Credit Application (the "“Letter of Credit Application"”) completed to the satisfaction of Administrative Agent; and, such other certificates, documents and other papers and information as Administrative Agent may reasonably requestrequest no later than 12:00 noon (Pittsburgh, Pennsylvania time) at least five (5) Business Days’ prior to the date of such proposed issuance. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Administrative Agent upon any amendment, extension or renewal of any Letter of Credit. As of the date hereof, those letters of credit set forth on Schedule 2.9 attached hereto and made a part hereof, which were issued pursuant to the Existing Credit Agreement by the Administrative Agent and are outstanding on the date hereof (the “Existing Letters of Credit”), are hereby deemed to be Letters of Credit issued and outstanding hereunder.
b. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight draftsdrafts or other forms of written demand for payment or, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit's date of issuance other than the IRB Letters of Credit [and the $467,000 issued in favor of Raffles - to be discussed] and in no event later than the last day of the Term. Each standby documentary and direct pay Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision revisions thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"“UCP”), as determined by Agent, and each trade . Each standby Letter of Credit shall be subject to the International Standby Practices 1998, International Chamber of Commerce Publication 590 and any amendments or revisions thereof adhered to by the Issuer (the “ISP”) or the UCP, as determined by the Issuer. Each Letter of Credit shall be governed, to the extent not inconsistent with the UCP 500or the ISP, as applicable, by the laws of the State of New York (provided, however, upon the request of the Borrowing Agent and the consent of the Issuer, a Letter of Credit may be governed by the laws of a state other than New York).
c. (c) Administrative Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunderhereunder within a reasonable time after receiving such request.
(d) The Issuer shall have absolute discretion whether to accept any draft. Without in any way limiting the Issuer’s absolute discretion whether to accept any draft, Borrowing Agent will not present for acceptance any draft, and the Issuer will generally not accept any drafts (i) that arise out of transactions involving the sale of goods by any Borrower not in the ordinary course of its business, (ii) that involve a sale to an Affiliate of any Borrower, (iii) that involve any purchase for which the Issuer has not received all related documents, instruments and forms requested by the Issuer, or (iv) that is not eligible for discounting with Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the Federal Reserve Act, as amended.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Imco Recycling Inc)
Issuance of Letters of Credit. a. Borrowing Subject to the terms and conditions set forth in this Agreement and the applicable Reimbursement Agreement, upon the written request of the Borrower to the Agent and the execution and delivery of a Reimbursement Agreement by the Borrower to the Agent, the Agent, on behalf of Borrowers, may request Agent the Lenders agrees to issue with pro rata participation by the Lenders, on the Date of Closing or cause on any Business Day thereafter but prior to the Maturity Date, one or more irrevocable stand-by Letters of Credit in such form as may be agreed upon by the Borrower and the Agent; provided, however, that (i) the aggregate Maximum Drawing Amount of all Letters of Credit shall not exceed $5,000,000.00 at any one time outstanding and (ii) the sum of (x) the Maximum Drawing Amount and (y) Outstanding Advances under the Loan shall not at any time exceed the Maximum Revolver Amount. Each written request for the issuance of a Letter of Credit hereunder shall be received by delivering to the Agent at the Payment Office, prior to 10:00 a.m. (New York time), at least five (5) three Business Days' Days prior to the proposed date of issuance. The expiration dates, Agent's form amounts and beneficiaries of Letter of Credit Application (the "Letter of Credit Application") completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit.
b. Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit's date of issuance other than the IRB Letters of Credit [will be as agreed by the Borrower and the $467,000 issued in favor of Raffles - to be discussed] Agent, and in no event later than the last day of the Term. Each standby each Letter of Credit shall be subject either in a form acceptable to the Uniform Customs and Practice Agent. No Letter of Credit shall have an expiration date later than the earlier of (i) the date one year after the date of issuance of such Letter of Credit (which may be subject to renewal for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision thereof adhered to by a single renewal period ending not later than the Issuer ("UCP 500"date one year after the original expiration date) or (ii) five (5) Business Days prior to the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), as determined by Agent, and each trade Maturity Date. Each Letter of Credit shall be subject issued pursuant to UCP 500.
c. a Reimbursement Agreement to be entered into between the Borrower and the Agent shall use its reasonable efforts to notify Lenders (for the accounts of the request by Borrowing Agent for a Letter Lenders); provided, however, that to the extent that the terms and conditions of any Reimbursement Agreement are in conflict with or are inconsistent with the terms and conditions of this Agreement, the obligations of the Lenders and the Borrower with respect to Letters of Credit hereundershall be governed by the terms and conditions of this Agreement.
Appears in 1 contract
Issuance of Letters of Credit. a. Borrowing Agent, on behalf of Borrowers, may request Agent to issue or cause the issuance of a (a) Each Letter of Credit shall be issued upon the delivery to Bank of (i) the irrevocable written request of the Company, in the form of a completed Application executed by delivering to Agent at the Payment OfficeCompany, prior to 10:00 a.m. and (New York time)ii) the Pension Fund L/C which will secure such Letter of Credit, which Application shall be received by the Bank at least five (5) Business Days' Days prior to the proposed date of issuanceissuance of the Letter of Credit, Agent's form and which Pension Fund L/C shall be received by the Bank at least two (2) Business Days prior to the proposed date of the issuance of the Letter of Credit. Such request for issuance of a Letter of Credit Application shall (i) be by facsimile, confirmed immediately in an original writing, (ii) accompanied by a Pension Fund Certificate, and (iii) shall specify in form and detail satisfactory to the "Bank: (A) the proposed date of issuance of such Letter of Credit Application"(which shall be a Business Day); (B) completed to the satisfaction face amount of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit.
b. Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit's ; (C) the Expiry Date of such Letter of Credit; and (D) the name and address of the beneficiary (Xxxxxx Xxx) thereof. Wherever there is an inconsistency between the provisions of this Agreement and the terms and conditions of the Application, the provisions of this Agreement shall prevail.
(b) From time to time while a Letter of Credit is outstanding and prior to the Expiry Date, the Bank will, upon the irrevocable written request of the Company, which shall be received by the Bank at least five (5) Business Days prior to the proposed date of issuance amendment, consider an amendment of such Letter of Credit (other than the IRB Letters of Credit [and the $467,000 issued in favor of Raffles - to be discussed] and in no event later than the last day an extension of the TermExpiry Date which is covered by Section 2.12 hereof). Each standby Such request for amendment of a Letter of Credit shall be subject either by facsimile, confirmed immediately in an original writing, and shall specify in form and detail satisfactory to the Uniform Customs and Practice for Documentary Credits Bank: (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision thereof adhered to by i) the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), as determined by Agent, and each trade Letter of Credit shall to be subject to UCP 500.
c. Agent shall use its reasonable efforts to notify Lenders amended; (ii) the proposed date of amendment of the request by Borrowing Agent for a Letter of Credit hereunder(which shall be a Business Day); (iii) the nature of the proposed amendment; (iv) evidence that the Pension Fund L/C shall be amended so as to be in the same amount and to have the same terms as such amended Letter of Credit; and (v) such other matters as the Bank may require.
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (Municipal Mortgage & Equity LLC)
Issuance of Letters of Credit. a. Borrowing Agent, on behalf Each of Borrowers, the Borrowers may at any time prior to the Expiration Date request Agent to issue or cause the issuance of a standby letter of credit (a “Standby Letter of Credit”) or Commercial Letter of Credit (each a “Letter of Credit”) which may be denominated in either Dollars or an Optional Currency on behalf of itself or a Consolidated Subsidiary of the Company, or the amendment or extension of an existing Letter of Credit, by delivering or transmitting electronically to Agent at the Payment OfficeIssuing Lender (with a copy to the Administrative Agent) a completed application and agreement for letters of credit, prior or request for such amendment or extension, as applicable, in such form as the Issuing Lender may specify from time to 10:00 a.m. (New York time), time by no later than 1:00 p.m. at least five (5) Business Days' prior , or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed date of issuance, Agent's form . Such Borrower shall authorize and direct the Issuing Lender to name such Borrower [or any Subsidiary] as the “Applicant” or “Account Party” of each Letter of Credit Application (the "Letter Credit. Promptly after receipt of Credit Application") completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit application, the Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit application and if not, such Issuing Lender will provide Administrative Agent with a copy thereof.
2.8.1.1 Unless the disposition Issuing Lender has received notice from any Lender, the Administrative Agent or any Borrower, at least one day prior to the requested date of documentsissuance, disposition amendment or extension of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any the applicable Letter of Credit.
b. Each , that one or more applicable conditions in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit shallor agree to such amendment or extension, among other things, provided that each Letter of Credit shall (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (iiA) have an expiry date not later than a maximum maturity of twelve (12) months after such Letter of Credit's from the date of issuance other than the IRB Letters of Credit [issuance, and the $467,000 issued in favor of Raffles - to be discussed] and (B) in no event expire later than 364 days after the last day Expiration Date and provided further that in no event shall (i) the Dollar Equivalent of the TermLetter of Credit Obligations exceed, at any one time, $100,000,000.00 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each standby request by the Borrowers for the issuance, amendment or extension of a Letter of Credit shall be subject either deemed to be a representation by the Borrowers that they shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the Uniform Customs and Practice for Documentary Credits (1993 Revision)requested issuance, International Chamber amendment or extension of Commerce Publication Nosuch Letter of Credit. 500, and Promptly after its delivery of any amendments or revision thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), as determined by Agent, and each trade Letter of Credit shall be subject or any amendment to UCP 500.
c. Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrowers and Administrative Agent a true and complete copy of such Letter of Credit or amendment. All letters of credit which are identified on Schedule 2.8.1 hereto, which shall consist of all letters of credit outstanding on the Closing Date, shall be deemed to have been issued under this Agreement, regardless of which Person is the applicant thereunder.
2.8.1.2 Notwithstanding Section 2.8.1.1, the Issuing Lender shall not be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Official Body or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Official Body with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the 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 xxxxx xxxxx material to it, or (ii) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally.
2.8.1.3 If, three (3) days prior to the Expiration Date, any Letter of Credit Obligation for any reason remains outstanding, Borrowers shall immediately Cash Collateralize the then outstanding amount of all Letter of Credit Obligations. Each Borrower hereby grants to Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a security interest in all cash collateral pledged pursuant to this Section or otherwise under this Agreement.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (RPM International Inc/De/)
Issuance of Letters of Credit. a. (a) Borrowing Agent, on behalf of Borrowersany Borrower, may request Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days' prior to the proposed date of issuance, Agent's form of Letter of Credit Application (the "Letter of Credit Application") completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably requestrequest no later than 12:00 noon (Pittsburgh, Pennsylvania time) at least five (5) Business Days' prior to the date of such proposed issuance. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit. As of the date hereof, those letters of credit set forth on Schedule 2.9 attached hereto and made a part hereof, which were issued pursuant to the Existing Lender Indebtedness by the Documentation Agent and are outstanding on the date hereof (the "Existing Letters of Credit"), are hereby deemed to be Letters of Credit issued and outstanding hereunder. The Borrowers shall cause the Existing Letters of Credit to be replaced with Letters of Credit issued by the Agent within thirty (30) days after the Closing Date.
b. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight draftsdrafts or other forms of written demand for payment or, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit's date of issuance other than the IRB Letters of Credit [and the $467,000 issued in favor of Raffles - to be discussed] and in no event later than the last day of the Term. Each standby trade Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision revisions thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 RulesUCP"), as determined by Agent, and each trade . Each standby Letter of Credit shall be subject to the International Standby Practices 1998, International Chamber of Commerce Publication 590 and any amendments or revisions thereof adhered to by the Issuer (the "ISP") or the UCP, as determined by the Issuer. Each Letter of Credit shall be governed, to the extent not inconsistent with the UCP 500or the ISP, as applicable, by the laws of the Commonwealth of Pennsylvania (provided, however, upon the request of the Borrowing Agent and the consent of the Issuer, a Letter of Credit may be governed by the laws of a state other than Pennsylvania).
c. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunderhereunder within a reasonable time after receiving such request.
(d) The Issuer shall have absolute discretion whether to accept any draft. Without in any way limiting the Issuer's absolute discretion whether to accept any draft, Borrowing Agent will not present for acceptance any draft, and the Issuer will generally not accept any drafts (i) that arise out of transactions involving the sale of goods by any Borrower not in the ordinary course of its business, (ii) that involve a sale to an Affiliate of any Borrower, (iii) that involve any purchase for which the Issuer has not received all related documents, instruments and forms requested by the Issuer, or (iv) that is not eligible for discounting with Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the Federal Reserve Act, as amended.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Imco Recycling Inc)
Issuance of Letters of Credit. a. Borrowing AgentOn the Closing Date, the outstanding letters of credit previously issued by any issuing lender under the Existing Credit Agreement that are set forth on behalf Schedule 2.9.1 (the "Existing Letters of BorrowersCredit") will automatically, without any action on the part of any Person, be deemed to be Letters of Credit issued hereunder for the account of the Borrower for all purposes of this Agreement and the other Loan Documents. Borrower may at any time prior to the Expiration Date request Agent to issue or cause the issuance of a standby or trade letter of credit (each a "“Letter of Credit Credit"”) on behalf of (i) itself or any, (ii) subject to the requirements of Section 2.8.1.1, any Unrestricted Subsidiary (provided that such Subsidiary also completes any necessary documentation, including a letter of credit application, to the reasonable satisfaction of the Issuing Lender), and (iii) any other Subsidiary (provided that such Subsidiary also completes any necessary documentation, including a letter of credit application, to the reasonable satisfaction of the Issuing Lender) or the amendment or extension of an existing Letter of Credit, by delivering to Agent at the Payment OfficeIssuing Lender (with a copy to the Administrative Agent) a completed application and agreement for letters of credit, prior or request for such amendment or extension, as applicable, in such form as the Issuing Lender may specify from time to time by no later than 10:00 a.m. (New York time), Eastern Time at least five (5) Business Days' prior , or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed date of issuance, Agent's form . Promptly after receipt of Letter of Credit Application (the "Letter of Credit Application") completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit application, the Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit application and if not, such Issuing Lender will provide Administrative Agent with a copy thereof. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the disposition other Loan Documents, a Letter of documentsCredit issued and outstanding hereunder. NAI-1540997189v1
2.8.1.1 Unless the Issuing Lender has received notice from any Lender, disposition Administrative Agent or the Borrower, at least one day prior to the requested date of any unutilized fundsissuance, and to agree with Agent upon any amendment, amendment or extension or renewal of any the applicable Letter of Credit.
b. Each , that one or more applicable conditions in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8, the Issuing Lender or any of the Issuing Lender'sLender’s Affiliates will issue a Letter of Credit shallor agree to such amendment or extension, among other things, provided that each Letter of Credit shall (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (iiA) have an expiry date not later than a maximum maturity of twelve (12) months after such Letter of Credit's from the date of issuance other (unless the Borrower requests a Letter of Credit with automatic extension provisions, then the maximum maturity shall be the maturity set forth therein), and (B) in no event expire later than the IRB Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $75,000,000110,000,000 (the "“Letter of Credit Sublimit"”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. The Letter of Credit Sublimit shall include an additional sublimit of $35,000,000 for the issuance of Letters of Credit [and on behalf of Unrestricted Subsidiaries (the $467,000 issued in favor of Raffles - to be discussed] and “Unrestricted Subsidiary L/C Sublimit”); provided that in no event later than shall (i) the aggregate amount of Letter of Credit Obligations with respect to such Unrestricted Subsidiaries exceed the Unrestricted Subsidiary L/C Sublimit, (ii) a Letter of Credit be issued on behalf of an Unrestricted Subsidiary if the Net Debt/EBITDA Ratio as of the last day of the Termfiscal quarter ending immediately prior to the issuance of such Letter of Credit, giving pro forma effect to the issuance of such Letter of Credit as if it had been made on the last day of such fiscal quarter, exceeds 2.25 to 1.00, and (iii) a Letter of Credit be issued on behalf of an Unrestricted Subsidiary if the Liquidity immediately after giving effect to such Letter of Credit issuance is less than $25,000,000. Each standby request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be subject either deemed to be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the Uniform Customs and Practice for Documentary Credits (1993 Revision)requested issuance, International Chamber amendment or extension of Commerce Publication Nosuch Letter of Credit. 500, and Promptly after its delivery of any amendments or revision thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), as determined by Agent, and each trade Letter of Credit shall be subject or any amendment to UCP 500.
c. Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunderto the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true and complete copy of such Letter of Credit or amendment. Upon the request of the Administrative Agent, (x) if any Issuing Lender has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in a Letter of Credit Borrowing, or (y) if, on the Expiration Date, any Letter of Credit Obligation for any reason remains outstanding, Borrower shall, in each case, immediately Cash Collateralize the then outstanding amount of all Letter of Credit Obligations. The Borrower hereby grants to the Administrative Agent, for the benefit of each Issuing Lender and the Lenders, a security interest in all cash collateral pledged pursuant to this Section or otherwise under this Agreement.
Appears in 1 contract
Issuance of Letters of Credit. a. Borrowing Agent2.9.1.1 On the Closing Date, the outstanding Letters of Credit previously issued by PNC Bank as an "Issuing Bank" under the Existing Credit Agreement that are set forth on behalf Schedule 2.9.1 (the "Existing Letters of BorrowersCredit") will automatically, without any action on the part of any Person, be deemed to be Letters of Credit issued hereunder for the account of the Borrower for all purposes of this Agreement and the other Loan Documents. In addition, subject to the terms and conditions of this Agreement, Borrower may request Agent to issue or cause the issuance of a letter of credit (each a "Letter of Credit Credit") on behalf of itself or another Loan Party or Person by delivering or having such other Loan Party or Person deliver to Agent at an Issuing Bank (with a copy to the Payment OfficePaying Agent) a completed application and agreement for letters of credit and other Issuer Documents in such form as such Issuing Bank may specify from time to time by no later than 11:00 a.m., prior to 10:00 a.m. (New York Pittsburgh time), at least five three (53) Business Days' prior , or such shorter period as may be agreed to by such Issuing Bank, in advance of the proposed date of issuance, Agent's form of . The Borrower shall be a co-applicant and a co-obligor with respect to each Letter of Credit Application (issued for the "Letter account of Credit Application") completed to the satisfaction of Agent; and, any other Loan Party or such other certificatesPerson, documents in which case each of the co-applicants and other papers co-obligors will have joint and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements several liability with respect to any such Letter of Credit. The Issuing Bank and the Lenders shall be permitted to seek reimbursement of any LC Disbursement directly from the Borrower and shall have no obligation to pursue any action against any co-applicant. Letters of Credit may be issued in the form of a Standby Letter of Credit or a Commercial Letter of Credit. For the avoidance of doubt, the Loan Parties acknowledge that each Letter of Credit issued for the account of Persons other than Loan Parties (even though the Borrower is a co-applicant thereon) shall constitute an Investment and Guaranty, without duplication, and shall be subject to the limitations set forth herein. Promptly after receipt of any letter credit application, the applicable Issuing Bank shall confirm with the Paying Agent (by telephone or in writing) that the Paying Agent has received a copy of such Letter of Credit application from the Borrower and, if not, such Issuing Bank shall provide the Paying Agent with a copy of the application and all of Issuer Documents. Unless such Issuing Bank has received written notice from any Lender, the Paying Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable letter Letter of credit Credit, that one or more applicable conditions contained in this Agreement shall not then be satisfied, then, such Issuing Bank may issue the applicable Letter of Credit in accordance with its standard customs and security agreementpractices and such Letter of Credit shall constitute a "Letter of Credit" hereunder. Promptly after its delivery of any Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, any the applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit Issuing Bank will also deliver to the Borrower and the disposition Paying Agent a true and complete copy of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any such Letter of Credit.
b. Each 2.9.1.2 The Borrower may make a request for the issuance of Letters of Credit from any Issuing Bank, at Borrower's election, at any time and from time to time during the Revolving Availability Period. Subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.9, such Issuing Bank or any of the Issuing Bank's Affiliates will issue, amend, extend or renew a Letter of Credit shallprovided that after giving effect to such issuance, among other thingsamendment, extension or renewal:
(i) provide for each Letter of Credit shall expire at or prior to the payment close of sight drafts, other written demands for payment, or acceptances business on the earlier of usance drafts when presented for honor thereunder (A) the date twenty-four (24) months from the date of issuance; provided that any such Letter of Credit may automatically renew if such Letter of Credit has an automatic renewal feature set forth in accordance with the terms thereof and when accompanied by thereof, unless the documents described therein and (ii) have an expiry date not later than twelve (12) months after applicable Issuing Bank or Issuing Bank's Affiliate gives notice of termination of such Letter of Credit's , or (B) a date that is ten (10) Business Days prior to the Expiration Date; and
(ii) the LC Exposure shall not exceed the amount of issuance other than the IRB Letters total Revolving Credit Commitments minus the Loans. In the event of Credit [any inconsistency between the terms and conditions of this Agreement and the $467,000 issued in favor terms and conditions of Raffles - any Issuer Documents, relating to be discussed] any Letter of Credit, the terms and in no event later than the last day conditions of the Termthis Agreement shall control. Each standby No Issuing Bank shall amend any Letter of Credit shall if such Issuing Bank would not be subject either permitted at such time to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), as determined by Agent, and each trade issue such Letter of Credit shall be subject to UCP 500in the amended form under the terms hereof.
c. Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.
Appears in 1 contract
Issuance of Letters of Credit. a. Borrowing Agent, on behalf of Borrowers, The Borrower or any Loan Party may at any time prior to the Expiration Date request Agent to issue or cause the issuance of a letter of credit (each, a “Letter of Credit Credit”), which may be denominated in either Dollars or an Optional Currency, for its own account or the account of another Loan Party or on behalf of the Borrower and either an Excluded Subsidiary or a Subsidiary of the Borrower which is not a Loan Party (in which case the Borrower and such Excluded Subsidiary or Subsidiary, as applicable, shall be co-applicants with respect to such Letter of Credit), or the amendment or extension of an existing Letter of Credit, by delivering or transmitting electronically, or having such other Loan Party deliver or transmit electronically to Agent at an Issuing Lender (with a copy to the Payment OfficeAdministrative Agent) a completed application for letter of credit, prior or request for such amendment or extension, as applicable, in such form as such Issuing Lender may specify from time to time by no later than 10:00 a.m. (New York time), at least five (5) Business Days' prior , or such shorter period as may be agreed to by such Issuing Lender, in advance of the proposed date of issuance. The Borrower or any Loan Party shall authorize and direct such Issuing Lender to name the Borrower or any Loan Party or any Excluded Subsidiary or Subsidiary, Agent's form as applicable, as the “Applicant” or “Account Party” of each Letter of Credit Application (the "Letter Credit. Promptly after receipt of Credit Application") completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit application, such Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit application and if not, such Issuing Lender will provide the disposition Administrative Agent with a copy thereof. All letters of documentscredit which are identified on Schedule 2.9.1 hereto, disposition which shall consist of all letters of credit outstanding on the Closing Date, shall be deemed to have been issued under this Agreement and shall constitute Letters of Credit, regardless of which Person is the applicant thereunder.
2.9.1.1 Unless such Issuing Lender has received notice from any unutilized fundsLender, and the Administrative Agent or any Loan Party, at least one day prior to agree with Agent upon any amendmentthe requested date of issuance, amendment or extension or renewal of any the applicable Letter of Credit.
b. Each , that one or more applicable conditions in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.9, the Issuing Lender or any of such Issuing Lender’s Affiliates will issue the proposed Letter of Credit shallor agree to such amendment or extension, among other things, provided that each Letter of Credit shall (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (iiA) have an expiry date not later than a maximum maturity of twelve (12) months after such Letter of Credit's from the date of issuance other than (but may include a provision for the IRB Letters automatic extension of the Letter of Credit [absent notice by such Issuing Lender to the beneficiary), and the $467,000 issued in favor of Raffles - to be discussed] and (B) in no event expire later than 364 days after the last day Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $125,000,000 (the Term“Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each standby request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be subject either deemed to be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the Uniform Customs and Practice for Documentary Credits (1993 Revision)requested issuance, International Chamber amendment or extension of Commerce Publication Nosuch Letter of Credit. 500, and Promptly after its delivery of any amendments or revision thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), as determined by Agent, and each trade Letter of Credit shall be subject or any amendment to UCP 500.
c. Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunderto the beneficiary thereof, the applicable Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Issuance of Letters of Credit. a. (a) Borrowing Agent, on behalf of Borrowersany Borrower, may request Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days' prior to the proposed date of issuance, Agent's form of Letter of Credit Application (the "Letter of Credit Application") completed to the satisfaction of Agent; and, Agent and such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowersany Borrower, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit.
b. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, drafts or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve six (126) months after such Letter of Credit's date of issuance other than the IRB Letters of Credit [and the $467,000 issued in favor of Raffles - to be discussed] and in no event BLU-69367_7/ZRM1343/PNC008-129635 012000/11:12 24 later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision thereof adhered to by the Issuer ("UCP 500") or and, to the International Standby Practices (ISP98-International Chamber extent not inconsistent therewith, the laws of Commerce Publication Number 590) (the "ISP98 Rules"), as determined by Agent, and each trade Letter State of Credit shall be subject to UCP 500New York.
c. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.
(d) Agent shall have absolute discretion whether to accept any draft. Without in any way limiting Agent's absolute discretion whether to accept any draft, Borrowing Agent will not present for acceptance any draft, and Agent will generally not accept any drafts (i) that arise out of transactions involving the sale of goods by any Borrower not in the ordinary course of its business, (ii) that involve a sale to an Affiliate of any Borrower, (iii) that involve any purchase for which Agent has not received all related documents, instruments and forms reasonably requested by Agent, (iv) for which Agent is unable to locate a purchaser in the ordinary course of business on standard terms, or (v) that is not eligible for discounting with Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the Federal Reserve Act, as amended.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (HMG Worldwide Corp)
Issuance of Letters of Credit. a. (a) The Borrowing Agent, on behalf of Borrowersany Borrower, may request Agent the Issuer to issue or cause the issuance of a Letter of Credit by delivering to Agent the Issuer at the Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days' prior to the proposed date of issuance, Agent's Issuer’s form of Letter of Credit Application (the "“Letter of Credit Application"”) completed to the satisfaction of Agentthe Issuer; and, such other certificates, documents and other papers and information as Agent the Issuer may reasonably requestrequest no later than 12:00 noon (Cleveland, Ohio time) at least five (5) Business Days’ prior to the date of such proposed issuance (except for any Letter of Credit to be issued as of the Closing Date). The Borrowing Agent, on behalf of the Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent the Issuer upon any amendment, extension or renewal of any Letter of Credit.
b. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight draftsdrafts or other forms of written demand for payment or, other written demands for payment, or acceptances of usance issued drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve the earlier of one (121) months after such Letter of Credit's year from the date of issuance other than or, unless agreed to by the IRB Letters Agent and the Issuer, the Facility Termination Date; provided that, the Letter of Credit [and in the face amount of $467,000 3,210,690 issued in favor of Raffles - to be discussed] and in no event PNC Bank, National Association on the Closing Date may have an expiry date later than one year from the last day date of the Termissuance. Each standby trade Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision revisions thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"“UCP”), as determined by Agent, and each trade . Each standby Letter of Credit shall be subject to the International Standby Practices 1998, International Chamber of Commerce Publication 590 and any amendments or revisions thereof adhered to by the Issuer (the “ISP”) or the UCP, as determined by the Issuer. Each Letter of Credit shall be governed, to the extent not inconsistent with the UCP 500or the ISP, as applicable, by the laws of the State of Ohio (provided, however, upon the request of the Borrowing Agent and the consent of the Issuer, a Letter of Credit may be governed by the laws of a State other than Ohio).
c. (c) The Agent shall use its reasonable efforts to notify the Lenders of the request by the Borrowing Agent for a Letter of Credit hereunderhereunder within a reasonable time after receiving such request.
(d) The Issuer shall have absolute discretion whether to accept any draft. Without in any way limiting the Issuer’s absolute discretion whether to accept any draft, the Borrowing Agent will not present for acceptance any draft, and the Issuer will generally not accept any drafts (i) that arise out of transactions involving the sale of goods by any Borrower not in the ordinary course of its business, (ii) that involve a sale to an Affiliate of any Borrower, (iii) that involve any purchase for which the Issuer has not received all related documents, instruments and forms requested by the Issuer, or (iv) that is not eligible for discounting with Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the Federal Reserve Act, as amended.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Lesco Inc/Oh)
Issuance of Letters of Credit. a. Borrowing Agent, on behalf of Borrowers, may (a) The Borrower shall be entitled to request Agent to issue or cause the issuance of Letters of Credit from time to time from and including the Closing Date to but excluding the date which is two Business Days prior to the Revolving Loan Commitment Expiration Date, by giving the Agent a Letter of Credit by delivering to Agent at the Payment Office, prior to 10:00 a.m. (New York time), Request at least five three Business Days before the requested date of issuance of such Letter of Credit (5) which shall be a Business Days' Day). Any Letter of Credit Request received by the Agent later than 10:00 a.m., Los Angeles time, shall be deemed to have been received on the next Business Day. Each Letter of Credit Request shall be made in writing, shall be signed by a Responsible Officer, shall be irrevocable and shall be effective upon receipt by the Agent. Provided that a valid Letter of Credit Request has been received by the Agent and upon fulfillment of the other applicable conditions set forth in Section 4.2, the Agent will issue the requested Letter of Credit from its office specified in Section 9.2. No Letter of Credit shall have an expiration date later than two Business Days prior to the proposed date Revolving Loan Commitment Expiration Date. Letters of issuancecredit outstanding under the Existing Credit Agreement shall be deemed to be Letters of Credit issued in accordance with and pursuant to this Section 2.5.
(b) Immediately upon the issuance of each Letter of Credit, the Agent shall be deemed to have sold and transferred to each Revolving Loan Lender, and each Revolving Loan Lender shall be deemed to have purchased and received from the Agent, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrower under this Agreement in respect thereof in an amount equal to the product of (i) such Revolving Loan Lender's form of Revolving Loan Commitment Percentage and (ii) the maximum amount available to be drawn under such Letter of Credit Application (assuming compliance with all conditions to drawing). The Agent shall promptly advise each Revolving Loan Lender of the "issuance of each Letter of Credit, the Letter of Credit Application") completed to the satisfaction Amount of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf Letter of Borrowers, also has the right to give instructions and make agreements with respect to any applicationCredit, any applicable letter change in the face amount or expiration date of credit such Letter of Credit, the cancellation or other termination of such Letter of Credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any drawing under such Letter of Credit.
b. Each (c) The payment by the Agent of a draft drawn under any Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied shall first be made from any Cash Collateral Deposit held by the documents described therein and (ii) have an expiry date not later than twelve (12) months after Agent with respect to such Letter of Credit's date . After any such Cash Collateral Deposit has been applied, the payment by the Agent of issuance other than the IRB Letters of Credit [and the $467,000 issued in favor of Raffles - to be discussed] and in no event later than the last day of the Term. Each standby a draft drawn under any Letter of Credit shall be subject either to constitute for all purposes of this Agreement the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision thereof adhered to making by the Issuer Agent in its individual capacity as a Lender hereunder (in such capacity, the "UCP 500Drawing Lender") or of a Base Rate Loan in the International Standby Practices amount of such payment (ISP98-International Chamber but without any requirement of Commerce Publication Number 590) (compliance with the "ISP98 Rules"conditions set forth in Section 4.2), as determined . In the event that any such Loan by Agent, and each trade Letter of Credit shall be subject to UCP 500.
c. Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for Drawing Lender resulting from a Letter of Credit hereunder.drawing
Appears in 1 contract
Samples: Credit Agreement (Friendship Cable of Arkansas Inc)
Issuance of Letters of Credit. a. (a) The Borrowing Agent, on behalf of Borrowersany Borrower, may request Agent the Issuer to issue or cause the issuance of a Letter of Credit by delivering to Agent the Issuer at the Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days' prior to the proposed date of issuance, AgentIssuer's form of Letter of Credit Application (the "Letter of Credit Application") completed to the satisfaction of Agentthe Issuer; and, such other certificates, documents and other papers and information as Agent the Issuer may reasonably requestrequest no later than 12:00 noon (Cleveland, Ohio time) at least four (4) Business Days' prior to the date of such proposed issuance. The Borrowing Agent, on behalf of the Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent the Issuer upon any amendment, extension or renewal of any Letter of Credit.
b. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight draftsdrafts or other forms of written demand for payment or, other written demands for payment, or acceptances of usance issued drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve the earlier of one (121) months after such Letter of Credit's year from the date of issuance other than or, unless agreed to by the IRB Letters of Credit [Lender and the $467,000 issued in favor of Raffles - to be discussed] and in no event later than Issuer, the last day of the Term. Each standby trade Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision revisions thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 RulesUCP"), as determined by Agent, and each trade . Each standby Letter of Credit shall be subject to the International Standby Practices 1998, International Chamber of Commerce Publication 590 and any amendments or revisions thereof adhered to by the Issuer (the "ISP") or the UCP, as determined by the Issuer. Each Letter of Credit shall be governed, to the extent not inconsistent with the UCP 500.
c. Agent shall use its reasonable efforts to notify Lenders or the ISP, as applicable, by the laws of the Commonwealth of Pennsylvania (provided, however, upon the request by of the Borrowing Agent for and the consent of the Issuer, a Letter of Credit hereundermay be governed by the laws of a State other than Pennsylvania).
(c) The Issuer shall have absolute discretion whether to accept any draft. Without in any way limiting the Issuer's absolute discretion whether to accept any draft, the Borrowing Agent will not present for acceptance any draft, and the Issuer will generally not accept any drafts (i) that arise out of transactions involving the sale of goods by any Borrower not in the ordinary course of its business, (ii) that involve a sale to an Affiliate of any Borrower, (iii) that involve any purchase for which the Issuer has not received all related documents, instruments and forms requested by the Issuer, or (iv) that is not eligible for discounting with Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the Federal Reserve Act, as amended.
Appears in 1 contract
Samples: Credit and Security Agreement (Blonder Tongue Laboratories Inc)
Issuance of Letters of Credit. a. (a) The Borrowing Agent, on behalf of Borrowersany Borrower, may request Agent the Issuer to issue or cause the issuance of a Letter of Credit by delivering to Agent the Issuer at the Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days' prior to the proposed date of issuance, Agent's Issuer’s form of Letter of Credit Application (the "“Letter of Credit Application"”) completed to the satisfaction of Agentthe Issuer; and, such other certificates, documents and other papers and information as Agent the Issuer may reasonably requestrequest no later than 12:00 noon (Cleveland, Ohio time) at least three (3) Business Days’ prior to the date of such proposed issuance. The Borrowing Agent, on behalf of the Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent the Issuer upon any amendment, extension or renewal of any Letter of Credit.
b. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight draftsdrafts or other forms of written demand for payment or, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve the earlier of one (121) months after such Letter of Credit's year from the date of issuance other than the IRB Letters of Credit [and the $467,000 issued in favor of Raffles - to be discussed] and in no event later than or the last day of the Term. Each standby trade Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision revisions thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"“UCP”), as determined by Agent, and each trade . Each standby Letter of Credit shall be subject to the International Standby Practices 1998, International Chamber of Commerce Publication 590 and any amendments or revisions thereof adhered to by the Issuer (the “ISP”) or the UCP, as determined by the Issuer. Each Letter of Credit shall be governed, to the extent not inconsistent with the UCP 500or the ISP, as applicable, by the laws of the Commonwealth of Pennsylvania (provided, however, upon the request of the Borrowing Agent and the consent of the Issuer, a Letter of Credit may be governed by the laws of a state other than Pennsylvania).
c. (c) The Agent shall use its reasonable efforts to notify the Lenders of the request by the Borrowing Agent for a Letter of Credit hereunderhereunder within a reasonable time after receiving such request.
(d) The Issuer shall have absolute discretion whether to accept any draft. Without in any way limiting the Issuer’s absolute discretion whether to accept any draft, the Borrowing Agent will not present for acceptance any draft, and the Issuer will generally not accept any drafts (i) that arise out of transactions involving the sale of goods by any Borrower not in the ordinary course of its business, (ii) that involve a sale to an Affiliate of any Borrower, (iii) that involve any purchase for which the Issuer has not received all related documents, instruments and forms requested by the Issuer, or (iv) that is not eligible for discounting with Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the Federal Reserve Act, as amended.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Radnor Holdings Corp)
Issuance of Letters of Credit. a. Borrowing Agent(a) In the case of the Initial Letter of Credit, the Seller shall be deemed to have requested the Issuance of the Initial Letter of Credit without any further action on behalf the Closing Date, and, subject to Section 1.17(b) and the other terms hereof, the LC Bank shall cause such Issuance on the date of Borrowers, may request Agent to issue or cause the issuance of the Jxxxxxx County Bonds. In the case of any subsequent Letter of Credit, the Seller may request that the LC Bank issue a Letter of Credit by delivering to Agent the Administrative Agent, at the Payment Office, or prior to 10:00 a.m. (11:00 a.m., New York time), at least five (5) on the second Business Days' Day prior to the proposed date of issuancesuch requested Issuance, Agent's (i) the LC Bank’s form of Letter of Credit Application (the "“Letter of Credit Application") ”), substantially in the form of Annex G attached hereto, completed to the satisfaction of Agent; andthe Administrative Agent and the LC Bank, and (ii) a Purchase Notice, in the form of Annex B attached hereto, along with (iii) such other certificates, documents and other papers and information as the Administrative Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, The Seller also has the right to give instructions and make agreements with respect to any application, any applicable letter Letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit Credit Application and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrative Agent upon any amendment, extension or renewal of any Letter of Credit.
b. (b) Each Letter of Credit shall, among other things, :
(i) provide for the payment of sight drafts, drafts or other written demands for payment, or acceptances of usance drafts payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and therein,
(ii) permit the LC Bank to give notice to the beneficiary of such Letter of Credit of the occurrence of any LC Wind-Down Event and instruct such beneficiary to draw the full available amount under such Letter of Credit within a period of time specified in such Letter of Credit, and
(iii) have an expiry date not later than twelve seven (127) months after such Letter of Credit's date of issuance other than days prior to the IRB Letters of Credit [and Facility Termination Date the $467,000 issued in favor of Raffles - to be discussed] and in no event later than the last day of the Termeffect. Each standby Letter of Credit shall be subject either to (x) the Uniform Customs and Practice for Documentary Credits (1993 2007 Revision), International Chamber of Commerce Publication No. 500600, and any amendments or revision revisions thereof adhered to by the Issuer LC Bank, or ("UCP 500"y) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (), and any amendments or revisions thereof adhered to by the "ISP98 Rules")LC Bank, as determined by Agentthe LC Bank.
(c) The Administrative Agent shall promptly notify the LC Bank, at its address for notices hereunder, and each trade Letter of Credit shall be subject to UCP 500.
c. Agent shall use its reasonable efforts to notify Lenders Related Committed Purchaser of the request by Borrowing Agent the Seller for a Letter of Credit hereunder, and shall provide the LC Bank with the Letter of Credit Application delivered to the Administrative Agent by the Seller pursuant to clause (a) above by the close of business on the day received, or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m., New York time, on such day, on the next Business Day.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Armstrong World Industries Inc)
Issuance of Letters of Credit. a. Borrowing Agent, on behalf of Borrowers, may (a) The Borrower shall be entitled to request Agent to issue or cause the issuance of Letters of Credit from time to time from and including the Closing Date to but excluding the date which is two Business Days prior to the Revolving Loan Commitment Expiration Date, by giving the Agent a Letter of Credit by delivering to Agent at the Payment Office, prior to 10:00 a.m. (New York time), Request at least five three Business Days before the requested date of issuance of such Letter of Credit (5) which shall be a Business Days' Day). Any Letter of Credit Request received by the Agent later than 10:00 a.m., Los Angeles time, shall be deemed to have been received on the next Business Day. Each Letter of Credit Request shall be made in writing, shall be signed by a Responsible Officer, shall be irrevocable and shall be effective upon receipt by the Agent. Provided that a valid Letter of Credit Request has been received by the Agent and upon fulfillment of the other applicable conditions set forth in Section 4.2, the Agent will issue the requested Letter of Credit from its office specified in Section 9.2. No Letter of Credit shall have an expiration date later than two Business Days prior to the proposed date Revolving Loan Commitment Expiration Date.
(b) Immediately upon the issuance of issuanceeach Letter of Credit, the Agent shall be deemed to have sold and transferred to each Revolving Loan Lender, and each Revolving Loan Lender shall be deemed to have purchased and received from the Agent, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrower under this Agreement in respect thereof in an amount equal to the product of (i) such Revolving Loan Lender's form of Revolving Loan Commitment Percentage and (ii) the maximum amount available to be drawn under such Letter of Credit Application (assuming compliance with all conditions to drawing). The Agent shall promptly advise each Revolving Loan Lender of the "issuance of each Letter of Credit, the Letter of Credit ApplicationAmount of such Letter of Credit, any change in the face amount or expiration date of such Letter of Credit, the cancellation or other termination of such Letter of Credit and any drawing under such Letter of Credit.
(c) The payment by the Agent of a draft drawn under any Letter of Credit shall first be made from any Cash Collateral Deposit held by the Agent with respect to such Letter of Credit. After any such Cash Collateral Deposit has been applied, the payment by the Agent of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Agent in its individual capacity as a Lender hereunder (in such capacity, the "Drawing Lender") completed of a Base Rate Loan in the amount of such payment (but without any requirement of compliance with the conditions set forth in Section 4.2). In the event that any such Loan by the Drawing Lender resulting from a drawing under any Letter of Credit is not repaid by the Borrower by 12:00 noon, Los Angeles time, on the day of payment of such drawing, the Agent shall promptly notify each other Revolving Loan Lender. Each Revolving Loan Lender shall, on the day of such notification (or if such notification is not given by 3:00 p.m., Los Angeles time, on such day, then on the next succeeding Business Day), make a Base Rate Loan, which shall be used to repay the applicable portion of the Base Rate Loan of the Drawing Lender with respect to such Letter of Credit drawing, in an amount equal to the satisfaction amount of Agent; and, such other certificates, documents Revolving Loan Lender's participation in such drawing for application to repay the Drawing Lender (but without any requirement of compliance with the applicable conditions set forth in Section 4.2) and other papers and information as shall deliver to the Agent may reasonably request. Borrowing Agentfor the account of the Drawing Lender, on behalf the day of Borrowerssuch notification (or if such notification is not given by 3:00 p.m., also has Los Angeles time, on such day, then on the right next succeeding Business Day) and in immediately available funds, the amount of such Base Rate Loan. In the event that any Revolving Loan Lender fails to give instructions and make agreements available to the Agent for the account of the Drawing Lender the amount of such Base Rate Loan, the Drawing Lender shall be entitled to recover such amount on demand from such Revolving Loan Lender together with interest thereon at the Federal Funds Effective Rate for each day such amount remains outstanding.
(d) The obligations of the Borrower with respect to any applicationLetter of Credit, any applicable letter Letter of credit Credit Request and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreementagreement or instrument relating to any Letter of Credit and any Base Rate Loan made under Section 2.3(c) shall be absolute, unconditional and irrevocable and shall be paid strictly in accordance with the terms of the aforementioned documents under all circumstances, including the following:
(i) any letter lack of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension validity or renewal enforceability of any Letter of Credit., this Agreement or any other Loan Document;
b. Each (ii) the existence of any claim, setoff, defense or other right that the Borrower may have at any time against any beneficiary or transferee of any Letter of Credit shall(or any Person for whom any such beneficiary or transferee may be acting), among the Agent, any Lender (other things, (i) provide for than the defense of payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder to a Lender in accordance with the terms thereof of this Agreement) or any other Person, whether in connection with this Agreement, any other Loan Document, the transactions contemplated hereby or thereby or any unrelated transaction;
(iii) any statement or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect, or any statement therein being untrue or inaccurate in any respect whatsoever; and
(iv) any exchange, release or nonperfection of any Collateral or other collateral, or any release, amendment or waiver of or consent to departure from any Guarantee, other Loan Document or other guaranty, for any of the Obligations of the Borrower in respect of the Letters of Credit.
(e) The Borrower shall pay to the Agent for the account of the Revolving Loan Lenders with respect to each Letter of Credit issued hereunder, for the period from and when accompanied by including the documents described therein day such Letter of Credit is issued to but excluding the day such Letter of Credit expires, a letter of credit fee equal to the product of (i) the Applicable Revolving Loan Margin for LIBOR Loans per annum and (ii) have an expiry the Letter of Credit Amount of such Letter of Credit from time to time, such letter of credit fee to be payable quarterly in arrears on the last day of each March, June, September and December and on the expiration date not later than twelve (12) months after of such Letter of Credit's date of issuance other than .
(f) The Borrower shall pay to the IRB Letters Agent for its own account, with respect to each Letter of Credit [issued hereunder, (i) for the period from and including the $467,000 day such Letter of Credit is issued to but excluding the day such Letter of Credit expires, a fronting fee in favor respect of Raffles - each Letter of Credit in an amount equal to 1/4 of 1% per annum of the Letter of Credit Amount of such Letter of Credit from time to time, such fronting fee to be discussed] and payable quarterly in no event later than arrears on the last day of each March, June, September and December and on the Term. Each standby expiration date of such Letter of Credit shall be subject either and (ii) from time to time such additional fees and charges (including cable charges) as are generally associated with letters of credit, in accordance with the Uniform Customs Agent's standard internal charge guidelines and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), as determined by Agent, and each trade related Letter of Credit shall be subject to UCP 500Request.
c. Agent shall use its reasonable efforts (g) The Borrower agrees to notify Lenders of the request by Borrowing Agent for a provisions in the Letter of Credit hereunderRequest form; provided, however, that the terms of the Loan Documents shall take precedence if there is any inconsistency between the terms of the Loan Documents and the terms of said form.
(h) The Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither the Agent nor any Lender nor any of their respective officers or directors shall be liable or responsible for (i) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; or (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereof, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged. In furtherance and not in limitation of the foregoing, the Agent may accept any document that appears on its face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.
(i) The Borrower hereby indemnifies and holds harmless each Revolving Loan Lender and the Agent from and against any and all claims and damages, losses, liabilities, costs or expenses that such Lender or the Agent may incur (or that may be claimed against such Lender or the Agent by any Person whatsoever) by reason of or in connection with the execution and delivery or transfer of or payment or refusal to pay by the Agent, as issuer of any Letter of Credit; provided that the Borrower shall not be required to indemnify any Lender or the Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of the Agent, as issuer of such Letter of Credit, in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (y) in the case of the Agent, as issuer of such Letter of Credit, the Agent's failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Nothing in this Section 2.3 is intended to limit the other obligations of the Borrower, any Lender, or the Agent under this Agreement.
Appears in 1 contract
Issuance of Letters of Credit. a. Borrowing Agent, on behalf of Borrowers, The Borrower or any Loan Party may at any time prior to the Expiration Date request Agent to issue or cause the issuance of a letter of credit (each, a “Letter of Credit Credit”), which may be denominated in either Dollars or an Alternate Currency, for its own account or the account of another Loan Party or on behalf of the Borrower and either an Excluded Subsidiary or a Subsidiary of the Borrower which is not a Loan Party (in which case the Borrower and such Excluded Subsidiary or Subsidiary, as applicable, shall be co-applicants with respect to such Letter of Credit), or the amendment or extension of an existing Letter of Credit, by delivering or transmitting electronically, or having such other Loan Party deliver or transmit electronically to Agent at an Issuing Lender (with a copy to the Payment OfficeAdministrative Agent) a completed application for letter of credit, prior or request for such amendment or extension, as applicable, in such form as such Issuing Lender may specify from time to time by no later than 10:00 a.m. (New York time), at least five (5) Business Days' prior , or such shorter period as may be agreed to by such Issuing Lender, in advance of the proposed date of issuance. The Borrower or any Loan Party shall authorize and direct such Issuing Lender to name the Borrower or any Loan Party or any Excluded Subsidiary or Subsidiary, Agent's form as applicable, as the “Applicant” or “Account Party” of each Letter of Credit Application (the "Letter Credit. Promptly after receipt of Credit Application") completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit application, such Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit application and if not, such Issuing Lender will provide the disposition Administrative Agent with a copy thereof. All letters of documentscredit which are identified on Schedule 2.9.1 hereto, disposition which shall consist of all letters of credit outstanding on the Closing Date, shall be deemed to have been issued under this Agreement and shall constitute Letters of Credit, regardless of which Person is the applicant thereunder.
2.9.1.1 Unless such Issuing Lender has received notice from any unutilized fundsLender, and the Administrative Agent or any Loan Party, at least one day prior to agree with Agent upon any amendmentthe requested date of issuance, amendment or extension or renewal of any the applicable Letter of Credit.
b. Each , that one or more applicable conditions in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.9, the Issuing Lender or any of such Issuing Lender’s Affiliates will issue the proposed Letter of Credit shallor agree to such amendment or extension, among other things, provided that each Letter of Credit shall (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (iiA) have an expiry date not later than a maximum maturity of twelve (12) months after such Letter of Credit's from the date of issuance other than (but may include a provision for the IRB Letters automatic extension of the Letter of Credit [absent notice by such Issuing Lender to the beneficiary), and the $467,000 issued in favor of Raffles - to be discussed] and (B) in no event expire later than 364 days after the last day Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $125,000,000 (the Term“Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each standby request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be subject either deemed to be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the Uniform Customs and Practice for Documentary Credits (1993 Revision)requested issuance, International Chamber amendment or extension of Commerce Publication Nosuch Letter of Credit. 500, and Promptly after its delivery of any amendments or revision thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), as determined by Agent, and each trade Letter of Credit shall be subject or any amendment to UCP 500.
c. Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunderto the beneficiary thereof, the applicable Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Issuance of Letters of Credit. a. (a) Borrowing Agent, on behalf of Borrowersany Borrower, may request Agent Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 10:00 a.m. (New York time)1:00 p.m. Eastern Standard Time, at least five (5) Business Days' Days prior to the proposed date of issuance, Agent's such Issuer’s form of Letter of Credit Application (the "“Letter of Credit Application"”) completed to the satisfaction of AgentAgent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit. As of the Restatement Date, there are no issued and outstanding letters of credit under the Existing Credit Agreement.
b. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, drafts or other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein payment and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit's ’s date of issuance other than the IRB Letters of Credit [and the $467,000 issued in favor of Raffles - to be discussed] and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (1993 Revision), as most recently published by the International Chamber of Commerce Publication No. 500, and any amendments or revision thereof adhered to by at the Issuer time a Letter of Credit is issued ("UCP 500"the “UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "“ISP98 Rules"”), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to UCP 500Issuer.
c. Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Virco MFG Corporation)
Issuance of Letters of Credit. a. Borrowing Agent, on behalf of Borrowers, may request Agent to issue or cause the issuance of a (a) Each Letter of Credit shall be issued upon the delivery to Bank of (i) the irrevocable written request of the Company, in the form of a completed Application executed by delivering to Agent at the Payment OfficeCompany, prior to 10:00 a.m. and (New York time)ii) the Pension Fund L/C which will secure such Letter of Credit, which Application shall be received by the Bank at least five (5) Business Days' Days prior to the proposed date of issuanceissuance of the Letter of Credit, Agent's form and which Pension Fund L/C shall be received by the Bank at least two (2) Business Days prior to the proposed date of the issuance of the Letter of Credit. Such request for issuance of a Letter of Credit Application shall (i) be by facsimile, confirmed immediately in an original writing, (ii) accompanied by a Pension Fund Certificate, and (iii) shall specify in form and detail satisfactory to the "Bank: (A) the proposed date of issuance of such Letter of Credit Application"(which shall be a Business Day); (B) completed to the satisfaction face amount of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit.
b. Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit's ; (C) the Expiry Date of such Letter of Credit; and (D) the name and address of the beneficiary (Xxxxxx Mae) thereof. Wherever there is an inconsistency between the provisions of this Agreement and the terms and conditions of the Application, the provisions of this Agreement shall prevail.
(b) From time to time while a Letter of Credit is outstanding and prior to the Expiry Date, the Bank will, upon the irrevocable written request of the Company, which shall be received by the Bank at least five (5) Business Days prior to the proposed date of issuance amendment, consider an amendment of such Letter of Credit (other than the IRB Letters of Credit [and the $467,000 issued in favor of Raffles - to be discussed] and in no event later than the last day an extension of the TermExpiry Date which is covered by Section 2.12 hereof). Each standby Such request for amendment of a Letter of Credit shall be subject either by facsimile, confirmed immediately in an original writing, and shall specify in form and detail satisfactory to the Uniform Customs and Practice for Documentary Credits Bank: (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision thereof adhered to by i) the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), as determined by Agent, and each trade Letter of Credit shall to be subject to UCP 500.
c. Agent shall use its reasonable efforts to notify Lenders amended; (ii) the proposed date of amendment of the request by Borrowing Agent for a Letter of Credit hereunder(which shall be a Business Day); (iii) the nature of the proposed amendment; (iv) evidence that the Pension Fund L/C shall be amended so as to be in the same amount and to have the same terms as such amended Letter of Credit; and (v) such other matters as the Bank may require.
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (Municipal Mortgage & Equity LLC)
Issuance of Letters of Credit. a. (a) Borrowing Agent, on behalf of Borrowersany Borrower or ATI, may request Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days' prior to the proposed date of issuance, Agent's form of Letter of Credit Application (the "Letter of Credit Application") completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably requestrequest no later than 10:00 a.m. (Pittsburgh, Pennsylvania time) at least five (5) Business Days' prior to the date of such proposed issuance. Borrowing Agent, on behalf of BorrowersBorrowers and ATI, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit.
b. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight draftsdrafts or other forms of written demand for payment or, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and therein, (ii) have an expiry date not later than twelve (12) months after such Letter of Credit's date of issuance other than the IRB Letters of Credit [and the $467,000 issued in favor of Raffles - to be discussed] and in no event later than the last day of the Term, and (iii) at the direction of the Borrowing Agent, be denominated in either Dollars or an Optional Currency. Each standby Letter trade letter of Credit credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision revisions thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 RulesUCP"), as determined by Agent, and each trade . Each standby Letter of Credit shall be subject to the International Standby Practices 1998, International Chamber of Commerce Publication 590 and any amendments or revisions thereof adhered to by the Issuer (the "ISP") or the UCP, as determined by the Issuer. Each Letter of Credit shall be governed, to the extent not inconsistent with the UCP 500or the ISP, as applicable, by the laws of the Commonwealth of Pennsylvania (provided, however, upon the request of the Borrowing Agent and the consent of the Issuer, a Letter of Credit may be governed by the laws of a state other than Pennsylvania).
c. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunderhereunder within a reasonable time after receiving such request.
(d) Agent shall have absolute discretion whether to accept any draft. Without in any way limiting Agent's absolute discretion whether to accept any draft, Borrowing Agent will not present for acceptance any draft, and Agent will generally not accept any drafts (i) that arise out of transactions involving the sale of goods by any Borrower or ATI not in the ordinary course of its business, (ii) that involve a sale to an Affiliate of any Borrower or ATI, (iii) that involve any purchase for which Agent has not received all related documents, instruments and forms requested by Agent, or (iv) that is not eligible for discounting with Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the Federal Reserve Act, as amended.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Allegheny Technologies Inc)
Issuance of Letters of Credit. a. Borrowing Agent, on behalf of Borrowers, The Borrower or any Loan Party may at any time prior to the Expiration Date request Agent to issue or cause the issuance of a letter of credit (each a “Letter of Credit Credit”), which may be denominated in either Dollars or an Optional Currency, for its own account or the account of another Loan Party or on behalf of the Borrower and either an Excluded Subsidiary or a Subsidiary of the Borrower which is not a Loan Party (in which case the Borrower and such Excluded Subsidiary or Subsidiary, as applicable, shall be co-applicants with respect to such Letter of Credit), or the amendment or extension of an existing Letter of Credit, by delivering or transmitting electronically, or having such other Loan Party deliver or transmit electronically to Agent at an Issuing Lender (with a copy to the Payment OfficeAdministrative Agent) a completed application for letter of credit, prior or request for such amendment or extension, as applicable, in such form as such Issuing Lender may specify from time to time by no later than 10:00 a.m. (New York time), at least five (5) Business Days' prior , or such shorter period as may be agreed to by such Issuing Lender, in advance of the proposed date of issuance. The Borrower or any Loan Party shall authorize and direct such Issuing Lender to name the Borrower or any Loan Party or any Excluded Subsidiary or Subsidiary, Agent's form as applicable, as the “Applicant” or “Account Party” of each Letter of Credit Application (the "Letter Credit. Promptly after receipt of Credit Application") completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit application, such Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit application and if not, such Issuing Lender will provide the disposition Administrative Agent with a copy thereof. All letters of documentscredit which are identified on Schedule 2.9.1 hereto, disposition which shall consist of all letters of credit outstanding on the Closing Date, shall be deemed to have been issued under this Agreement and shall constitute Letters of Credit, regardless of which Person is the applicant thereunder.
2.9.1.1 Unless such Issuing Lender has received notice from any unutilized fundsLender, and the Administrative Agent or any Loan Party, at least one day prior to agree with Agent upon any amendmentthe requested date of issuance, amendment or extension or renewal of any the applicable Letter of Credit.
b. Each , that one or more applicable conditions in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.9, the Issuing Lender or any of such Issuing Lender’s Affiliates will issue the proposed Letter of Credit shallor agree to such amendment or extension, among other things, provided that each Letter of Credit shall (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (iiA) have an expiry date not later than a maximum maturity of twelve (12) months after such Letter of Credit's from the date of issuance other than (but may include a provision for the IRB Letters automatic extension of the Letter of Credit [absent notice by such Issuing Lender to the beneficiary), and the $467,000 issued in favor of Raffles - to be discussed] and (B) in no event expire later than 364 days after the last day Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $75,000,000 (the Term“Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each standby request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be subject either deemed to be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the Uniform Customs and Practice for Documentary Credits (1993 Revision)requested issuance, International Chamber amendment or extension of Commerce Publication Nosuch Letter of Credit. 500, and Promptly after its delivery of any amendments or revision thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), as determined by Agent, and each trade Letter of Credit shall be subject or any amendment to UCP 500.
c. Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunderto the beneficiary thereof, the applicable Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Issuance of Letters of Credit. a. Borrowing Agent, on behalf of Borrowers, may (a) The Borrower shall be entitled to request Agent to issue or cause the issuance of Letters of Credit from time to time from and including the Restatement Date to but excluding the date which is two Business Days prior to the Loan Commitment Expiration Date, by giving the Agent a Letter of Credit by delivering to Agent at the Payment Office, prior to 10:00 a.m. (New York time), Request at least five three Business Days before the requested date of issuance of such Letter of Credit (5) which shall be a Business Days' Day). Any Letter of Credit Request received by the Agent later than 10:00 a.m., Los Angeles time, shall be deemed to have been received on the next Business Day. Each Letter of Credit Request shall be made in writing, shall be signed by a Responsible Officer, shall be irrevocable and shall be effective upon receipt by the Agent. Provided that a valid Letter of Credit Request has been received by the Agent and upon fulfillment of the other applicable conditions set forth in Section 4.2, the Agent will issue the requested Letter of Credit from its office specified in Section 9.2. No Letter of Credit shall have an expiration date later than two Business Days prior to the proposed date Loan Commitment Expiration Date.
(b) Immediately upon the issuance of issuanceeach Letter of Credit, the Agent shall be deemed to have sold and transferred to each Revolving Loan Lender, and each Revolving Loan Lender shall be deemed to have purchased and received from the Agent, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrower under this Agreement in respect thereof in an amount equal to the product of (i) such Revolving Loan Lender's form of Loan Commitment Percentage and (ii) the maximum amount available to be drawn under such Letter of Credit Application (assuming compliance with all conditions to drawing). The Agent shall promptly advise each Revolving Loan Lender of the "issuance of each Letter of Credit, the Letter of Credit ApplicationAmount of such Letter of Credit, any change in the face amount or expiration date of such Letter of Credit, the cancellation or other termination of such Letter of Credit and any drawing under such Letter of Credit.
(c) The payment by the Agent of a draft drawn under any Letter of Credit shall first be made from any Cash Collateral Deposit held by the Agent with respect to such Letter of Credit. After any such Cash Collateral Deposit has been applied, the payment by the Agent of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Agent in its individual capacity as a Lender hereunder (in such capacity, the "DRAWING LENDER") completed of a Base Rate Loan in the amount of such payment (but without any requirement of compliance with the conditions set forth in Section 4.2). In the event that any such Loan by the Drawing Lender resulting from a drawing under any Letter of Credit is not repaid by the Borrower by 12:00 noon, Los Angeles time, on the day of payment of such drawing, the Agent shall promptly notify each other Revolving Loan Lender. Each Revolving Loan Lender shall, on the day of such notification (or if such notification is not given by 3:00 p.m., Los Angeles time, on such day, then on the next succeeding Business Day), make a Base Rate Loan, which shall be used to repay the applicable portion of the Base Rate Loan of the Drawing Lender with respect to such Letter of Credit drawing, in an amount equal to the satisfaction amount of Agent; and, such other certificates, documents Revolving Loan Lender's participation in such drawing for application to repay the Drawing Lender (but without any requirement of compliance with the applicable conditions set forth in Section 4.2) and other papers and information as shall deliver to the Agent may reasonably request. Borrowing Agentfor the account of the Drawing Lender, on behalf the day of Borrowerssuch notification (or if such notification is not given by 3:00 p.m., also has Los Angeles time, on such day, then on the right next succeeding Business Day) and in immediately available funds, the amount of such Base Rate Loan. In the event that any Revolving Loan Lender fails to give instructions and make agreements available to the Agent for the account of the Drawing Lender the amount of such Base Rate Loan, the Drawing Lender shall be entitled to recover such amount on demand from such Revolving Loan Lender together with interest thereon at the Federal Funds Effective Rate for each day such amount remains outstanding.
(d) The obligations of the Borrower with respect to any applicationLetter of Credit, any applicable letter Letter of credit Credit Request and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreementagreement or instrument relating to any Letter of Credit and any Base Rate Loan issued or made under this Agreement shall be absolute, unconditional and irrevocable and shall be paid strictly in accordance with the terms of the aforementioned documents under all circumstances, including the following:
(i) any letter lack of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension validity or renewal enforceability of any Letter of Credit., this Agreement or any other Loan Document;
b. Each (ii) the existence of any claim, setoff, defense or other right that the Borrower may have at any time against any beneficiary or transferee of any Letter of Credit shall(or any Person for whom any such beneficiary or transferee may be acting), among the Agent, any Lender (other things, (i) provide for than the defense of payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder to a Lender in accordance with the terms thereof and when accompanied of this Agreement) or any other Person, whether in connection with this Agreement, any other Loan Document, the transactions contemplated hereby or thereby or any unrelated transaction;
(iii) any statement or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect, or any statement therein being untrue or inaccurate in any respect whatsoever; PROVIDED THAT payment by the documents described therein Agent under the applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of the Agent under the circumstances in question, as determined by a final determination of a referee in accordance with the terms of the ADR Agreement; and
(iv) any exchange, release or nonperfection of any Collateral or other collateral, or any release, amendment or waiver of or consent to departure from any Guarantee, other Loan Document or other guaranty, for any of the Obligations of the Borrower in respect of the Letters of Credit.
(e) The Borrower shall pay to the Agent for the account of the Revolving Loan Lenders with respect to each Letter of Credit issued hereunder, for the period from and including the day such Letter of Credit is issued to but excluding the day such Letter of Credit expires, a letter of credit fee equal to the product of (i) the Applicable LIBOR Margin and (ii) have an expiry the Letter of Credit Amount of such Letter of Credit from time to time, such letter of credit fee to be payable quarterly in arrears on the last day of each March, June, September and December and on the expiration date not later than twelve (12) months after of such Letter of Credit's date of issuance other than .
(f) The Borrower shall pay to the IRB Letters Agent for its own account, with respect to each Letter of Credit [issued hereunder, (i) for the period from and including the $467,000 day such Letter of Credit is issued to but excluding the day such Letter of Credit expires, a fronting fee in favor respect of Raffles - each Letter of Credit in an amount equal to 1/4 of 1% per annum of the Letter of Credit Amount of such Letter of Credit from time to time, such fronting fee to be discussed] and payable quarterly in no event later than arrears on the last day of each March, June, September and December and on the Term. Each standby expiration date of such Letter of Credit and (ii) from time to time such additional fees and charges (including cable charges) as are generally associated with letters of credit, in accordance with the Agent's standard internal charge guidelines and the related Letter of Credit Request.
(g) The Borrower agrees to the provisions in the Letter of Credit Request form; PROVIDED, HOWEVER, that the terms of the Loan Documents shall take precedence if there is any inconsistency between the terms of the Loan Documents and the terms of said form.
(h) The Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither the Agent nor any Lender nor any of their respective officers or directors shall be subject either liable or responsible for (i) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; or (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereof, even if such documents should prove to the Uniform Customs and Practice for Documentary Credits be in any or all respects invalid, insufficient, fraudulent or forged; PROVIDED THAT, with respect to clause (1993 Revisionii) of this Section 2.3(h), International Chamber the Borrower shall retain any and all rights it may have against the Agent for any liability arising out of Commerce Publication No. 500, and any amendments the gross negligence or revision thereof adhered to by willful misconduct of the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules")Agent, as determined by a final determination of a referee in accordance with the terms of the ADR Agreement. In furtherance and not in limitation of the foregoing, the Agent may accept any document that appears on its face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.
(i) The Borrower hereby indemnifies and holds harmless each Revolving Loan Lender and the Agent from and against any and all claims and damages, losses, liabilities, costs or expenses that such Lender or the Agent may incur (or that may be claimed against such Lender or the Agent by any Person whatsoever) by reason of or in connection with the execution and delivery or transfer of or payment or refusal to pay by the Agent, and each trade as issuer of any Letter of Credit; PROVIDED THAT the Borrower shall not be required to indemnify any Lender or the Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of the Agent, as issuer of such Letter of Credit, in determining whether a request presented under any Letter of Credit shall be subject to UCP 500.
c. Agent shall use its reasonable efforts to notify Lenders complied with the terms of the request by Borrowing Agent for a such Letter of Credit hereunderor (y) in the case of the Agent, as issuer of such Letter of Credit, the Agent's failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Nothing in this Section 2.3 is intended to limit the other obligations of the Borrower, any Lender, or the Agent under this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Vdi Multimedia)
Issuance of Letters of Credit. a. (a) Borrowing Agent, on behalf of Borrowersany Borrower or ATI, may request Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days' prior to the proposed date of issuance, Agent's ’s form of Letter of Credit Application (the "“Letter of Credit Application"”) completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably requestrequest no later than 10:00 a.m. (Pittsburgh, Pennsylvania time) at least five (5) Business Days’ prior to the date of such proposed issuance. Borrowing Agent, on behalf of BorrowersBorrowers and ATI, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit. As of the date hereof, those letters of credit set forth on Schedule 2.9 attached hereto and made a part hereof, which were issued pursuant to the Existing Credit Agreement by the Agent and are outstanding on the date hereof (the “Existing Letters of Credit”), are hereby deemed to be Letters of Credit issued and outstanding hereunder.
b. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight draftsdrafts or other forms of written demand for payment or, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and therein, (ii) have an expiry date not later than twelve (12) months after such Letter of Credit's date of issuance other than the IRB Letters of Credit [and the $467,000 issued in favor of Raffles - to be discussed] and in no event later than the last day of the Term, and (iii) at the direction of the Borrowing Agent, be denominated in either Dollars or an Optional Currency. Each standby documentary and direct pay Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision revisions thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"“UCP”), as determined by Agent, and each trade . Each standby Letter of Credit shall be subject to the International Standby Practices 1998, International Chamber of Commerce Publication 590 and any amendments or revisions thereof adhered to by the Issuer (the “ISP”) or the UCP, as determined by the Issuer. Each Letter of Credit shall be governed, to the extent not inconsistent with the UCP 500or the ISP, as applicable, by the laws of the Commonwealth of Pennsylvania (provided, however, upon the request of the Borrowing Agent and the consent of the Issuer, a Letter of Credit may be governed by the laws of a state other than Pennsylvania).
c. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunderhereunder within a reasonable time after receiving such request.
(d) Agent shall have absolute discretion whether to accept any draft. Without in any way limiting Agent’s absolute discretion whether to accept any draft, Borrowing Agent will not present for acceptance any draft, and Agent will generally not accept any drafts (i) that arise out of transactions involving the sale of goods by any Borrower or ATI not in the ordinary course of its business, (ii) that involve a sale to an Affiliate of any Borrower or ATI, (iii) that involve any purchase for which Agent has not received all related documents, instruments and forms requested by Agent, or (iv) that is not eligible for discounting with Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the Federal Reserve Act, as amended.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Allegheny Technologies Inc)
Issuance of Letters of Credit. a. Borrowing Agent, on behalf of Borrowers, may (a) The Borrower shall be entitled to request Agent to issue or cause the issuance of Letters of Credit from time to time from and including the Closing Date to but excluding the date which is two Business Days prior to the Revolving Loan Commitment Expiration Date, by giving the Agent a Letter of Credit by delivering to Agent at the Payment Office, prior to 10:00 a.m. (New York time), Request at least five three Business Days before the requested date of issuance of such Letter of Credit (5) which shall be a Business Days' Day). Any Letter of Credit Request received by the Agent later than 10:00 a.m., Los Angeles time, shall be deemed to have been received on the next Business Day. Each Letter of Credit Request shall be made in writing, shall be signed by a Responsible Officer, shall be irrevocable and shall be effective upon receipt by the Agent. Provided that a valid Letter of Credit Request has been received by the Agent and upon fulfillment of the other applicable conditions set forth in Section 4.2, the Agent will issue the requested Letter of Credit from its office specified in Section 9.2. No Letter of Credit shall have an expiration date later than two Business Days prior to the proposed date Revolving Loan Commitment Expiration Date.
(b) Immediately upon the issuance of issuanceeach Letter of Credit, the Agent shall be deemed to have sold and transferred to each Revolving Loan Lender, and each Revolving Loan Lender shall be deemed to have purchased and received from the Agent, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrower under this Agreement in respect thereof in an amount equal to the product of (i) such Revolving Loan Lender's form of Revolving Loan Commitment Percentage and (ii) the maximum amount available to be drawn under such Letter of Credit Application (assuming compliance with all conditions to drawing). The Agent shall promptly advise each Revolving Loan Lender of the "issuance of each Letter of Credit, the Letter of Credit ApplicationAmount of such Letter of Credit, any change in the face amount or expiration date of such Letter of Credit, the cancellation or other termination of such Letter of Credit and any drawing under such Letter of Credit.
(c) The payment by the Agent of a draft drawn under any Letter of Credit shall first be made from any Cash Collateral Deposit held by the Agent with respect to such Letter of Credit. After any such Cash Collateral Deposit has been applied, the payment by the Agent of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Agent in its individual capacity as a Lender hereunder (in such capacity, the "Drawing Lender") completed of a Base Rate Loan in the amount of such payment (but without any requirement of compliance with the conditions set forth in Section 4.2). In the event that 41 any such Loan by the Drawing Lender resulting from a drawing under any Letter of Credit is not repaid by the Borrower by 12:00 noon, Los Angeles time, on the day of payment of such drawing, the Agent shall promptly notify each other Revolving Loan Lender. Each Revolving Loan Lender shall, on the day of such notification (or if such notification is not given by 3:00 p.m., Los Angeles time, on such day, then on the next succeeding Business Day), make a Base Rate Loan, which shall be used to repay the applicable portion of the Base Rate Loan of the Drawing Lender with respect to such Letter of Credit drawing, in an amount equal to the satisfaction amount of Agent; and, such other certificates, documents Revolving Loan Lender's participation in such drawing for application to repay the Drawing Lender (but without any requirement of compliance with the applicable conditions set forth in Section 4.2) and other papers and information as shall deliver to the Agent may reasonably request. Borrowing Agentfor the account of the Drawing Lender, on behalf the day of Borrowerssuch notification (or if such notification is not given by 3:00 p.m., also has Los Angeles time, on such day, then on the right next succeeding Business Day) and in immediately available funds, the amount of such Base Rate Loan. In the event that any Revolving Loan Lender fails to give instructions and make agreements available to the Agent for the account of the Drawing Lender the amount of such Base Rate Loan, the Drawing Lender shall be entitled to recover such amount on demand from such Revolving Loan Lender together with interest thereon at the Federal Funds Effective Rate for each day such amount remains outstanding.
(d) The obligations of the Borrower with respect to any applicationLetter of Credit, any applicable letter Letter of credit Credit Request and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreementagreement or instrument relating to any Letter of Credit and any Base Rate Loan made under Section 2.3(c) shall be absolute, unconditional and irrevocable and shall be paid strictly in accordance with the terms of the aforementioned documents under all circumstances, including the following:
(i) any letter lack of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension validity or renewal enforceability of any Letter of Credit., this Agreement or any other Loan Document;
b. Each (ii) the existence of any claim, setoff, defense or other right that the Borrower may have at any time against any beneficiary or transferee of any Letter of Credit shall(or any Person for whom any such beneficiary or transferee may be acting), among the Agent, any Lender (other things, (i) provide for than the defense of payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder to a Lender in accordance with the terms thereof of this Agreement) or any other Person, whether in connection with this Agreement, any other Loan Document, the transactions contemplated hereby or thereby or any unrelated transaction;
(iii) any statement or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect, or any statement therein being untrue or inaccurate in any respect whatsoever; and
(iv) any exchange, release or nonperfection of any Collateral or other collateral, or any release, amendment or waiver of or consent to departure from any Guarantee, other Loan Document or other guaranty, for any of the Obligations of the Borrower in respect of the Letters of Credit.
(e) The Borrower shall pay to the Agent for the account of the Revolving Loan Lenders with respect to each Letter of Credit issued hereunder, for the period from and when accompanied by including the documents described therein day such Letter of Credit is issued to but excluding the day such Letter of Credit expires, a letter of credit fee equal to the product of (i) the Applicable Revolving Loan Margin for LIBOR Loans per annum and (ii) have an expiry the Letter of Credit Amount of such Letter of Credit from time to time, such letter of credit fee to be payable quarterly in arrears on the last day of each March, June, September and December and on the expiration date not later than twelve (12) months after of such Letter of Credit's date of issuance other than .
(f) The Borrower shall pay to the IRB Letters Agent for its own account, with respect to each Letter of Credit [issued hereunder, (i) for the period from and including the $467,000 day such Letter of Credit is issued to but excluding the day such Letter of Credit expires, a fronting fee in favor respect of Raffles - each Letter of Credit in an amount equal to 1/4 of 1% per annum of the Letter of Credit Amount of such Letter of Credit from time to time, such fronting fee to be discussed] and payable quarterly in no event later than arrears on the last day of each March, June, September and December and on the Term. Each standby expiration date of such Letter of Credit shall be subject either and (ii) from time to time such additional fees and charges (including cable charges) as are generally associated with letters of credit, in accordance with the Uniform Customs Agent's standard internal charge guidelines and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision thereof adhered to by the Issuer ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), as determined by Agent, and each trade related Letter of Credit shall be subject to UCP 500Request.
c. Agent shall use its reasonable efforts (g) The Borrower agrees to notify Lenders of the request by Borrowing Agent for a provisions in the Letter of Credit hereunderRequest form; provided, however, that the terms of the Loan Documents shall take precedence if there is any inconsistency between the terms of the Loan Documents and the terms of said form.
(h) The Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither the Agent nor any Lender nor any of their respective officers or directors shall be liable or responsible for (i) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; or (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereof, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged. In furtherance and not in limitation of the foregoing, the Agent may accept any document that appears on its face to be in order, 43 without responsibility for further investigation, regardless of any notice or information to the contrary.
(i) The Borrower hereby indemnifies and holds harmless each Revolving Loan Lender and the Agent from and against any and all claims and damages, losses, liabilities, costs or expenses that such Lender or the Agent may incur (or that may be claimed against such Lender or the Agent by any Person whatsoever) by reason of or in connection with the execution and delivery or transfer of or payment or refusal to pay by the Agent, as issuer of any Letter of Credit; provided that the Borrower shall not be required to indemnify any Lender or the Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of the Agent, as issuer of such Letter of Credit, in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (y) in the case of the Agent, as issuer of such Letter of Credit, the Agent's failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Nothing in this Section 2.3 is intended to limit the other obligations of the Borrower, any Lender, or the Agent under this Agreement.
Appears in 1 contract
Issuance of Letters of Credit. a. Borrowing Agent(a) In the case of the Initial Letter of Credit, the Seller shall be deemed to have requested the Issuance of the Initial Letter of Credit without any further action on behalf the Closing Date, and, subject to Section 1.17(b) and the other terms hereof, the LC Bank shall cause such Issuance on the date of Borrowers, may request Agent to issue or cause the issuance of the Xxxxxxx County Bonds. In the case of any subsequent Letter of Credit, the Seller may request that the LC Bank issue a Letter of Credit by delivering to Agent the Administrative Agent, at the Payment Office, or prior to 10:00 a.m. (11:00 a.m., New York time), at least five (5) on the second Business Days' Day prior to the proposed date of issuancesuch requested Issuance, Agent's (i) the LC Bank’s form of Letter of Credit Application (the "“Letter of Credit Application") ”), substantially in the form of Annex G attached hereto, completed to the satisfaction of Agent; andthe Administrative Agent and the LC Bank, and (ii) a Purchase Notice, in the form of Annex B attached hereto, along with (iii) such other certificates, documents and other papers and information as the Administrative Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, The Seller also has the right to give instructions and make agreements with respect to any application, any applicable letter Letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit Credit Application and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrative Agent upon any amendment, extension or renewal of any Letter of Credit.
b. (b) Each Letter of Credit shall, among other things, :
(i) provide for the payment of sight drafts, drafts or other written demands for payment, or acceptances of usance drafts payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and therein,
(ii) permit the LC Bank to give notice to the beneficiary of such Letter of Credit of the occurrence of any LC Wind-Down Event and instruct such beneficiary to draw the full available amount under such Letter of Credit within a period of time specified in such Letter of Credit, and
(iii) have an expiry date not later than twelve seven (127) months after such Letter of Credit's date of issuance other than days prior to the IRB Letters of Credit [and Facility Termination Date the $467,000 issued in favor of Raffles - to be discussed] and in no event later than the last day of the Termeffect. Each standby Letter of Credit shall be subject either to (x) the Uniform Customs and Practice for Documentary Credits (1993 2007 Revision), International Chamber of Commerce Publication No. 500600, and any amendments or revision revisions thereof adhered to by the Issuer LC Bank, or ("UCP 500"y) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (), and any amendments or revisions thereof adhered to by the "ISP98 Rules")LC Bank, as determined by Agentthe LC Bank.
(c) The Administrative Agent shall promptly notify the LC Bank, at its address for notices hereunder, and each trade Letter of Credit shall be subject to UCP 500.
c. Agent shall use its reasonable efforts to notify Lenders Related Committed Purchaser of the request by Borrowing Agent the Seller for a Letter of Credit hereunder, and shall provide the LC Bank with the Letter of Credit Application delivered to the Administrative Agent by the Seller pursuant to clause (a) above by the close of business on the day received, or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m., New York time, on such day, on the next Business Day.
Appears in 1 contract
Samples: Receivables Purchase Agreement and Purchase and Sale Agreement (Armstrong World Industries Inc)
