Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) $5,000,000 (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 6 contracts
Samples: Credit Agreement (Universal Hospital Services Inc), Credit Agreement (Universal Hospital Services Inc), Credit Agreement (Universal Hospital Services Inc)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") Issuer for Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Thirty Million Dollars ($5,000,000 30,000,000) (the "“L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower’s separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the date that is referred to in clause (a) of the definition of Commitment Termination Date; provided, however, that subject to the remaining terms . Each issuance of this Agreement, a Letter of Credit may have an expiry shall be made on notice by Borrower Representative on behalf of the applicable Borrower to the representative of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later noon (New York time) on the date that which is later than 5 three (3) Business Days prior to the Commitment Termination Date proposed issuance of such Letter of Credit. Each such notice (anda “Notice of Issuance of Letter of Credit”) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit B-1(a), subject shall be accompanied by the proposed form of Letter of Credit (which must be acceptable to the terms hereofL/C Issuer) and shall include the information required in such Exhibit and such other administrative information as may be reasonably required by Agent. Notwithstanding anything contained herein to the contrary, Letter of Credit applications by Borrowers and approvals by Agent and the L/C Issuer may be made and transmitted pursuant to electronic codes and security measures mutually agreed upon and established by and among Borrowers, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowL/C Issuer.
Appears in 4 contracts
Samples: Credit Agreement (H&E Equipment Services, Inc.), Credit Agreement (H&E Equipment Services, Inc.), Credit Agreement (H&E Equipment Services, Inc.)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") Issuer for such Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Ten Million Dollars ($5,000,000 10,000,000) (the "“L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower’s separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the date that is referred to in clause (a) of the definition of Commitment Termination Date; provided, however, that subject to the remaining terms . Each issuance of this Agreement, a Letter of Credit may have an expiry shall be made on notice by Borrower Representative on behalf of the applicable Borrower to the representative of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later noon (New York time) on the date that which is later than 5 three (3) Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur proposed issuance of such Letter of Credit Obligations Credit. Each such notice (a “Notice of Issuance of Letter of Credit”) must be given in respect thereof, writing (by telecopy or purchase risk participations therein, overnight courier) substantially in the form of Exhibit X-x(a) and shall include the information required in such Exhibit and such other administrative information as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to may be drawn thereunder and in accordance with the provisions of paragraph (c) belowreasonably required by Agent.
Appears in 3 contracts
Samples: Credit Agreement (H&E Equipment Services, Inc.), Credit Agreement (H&E Equipment Services, Inc.), Credit Agreement (H&E Equipment Services, Inc.)
Issuance. Subject to the terms and conditions of the this Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the U.S. Borrowers or the Canadian Borrowers, as the case may be, and for such Borrowers’ account (or, in the case of a U.S. Borrower's account, for the account of any of such U.S. Borrower’s Restricted Subsidiaries designated thereby, provided that such U.S. Borrower shall be liable hereunder for all Letter of Credit Obligations incurred by its Restricted Subsidiaries), Letter of Credit Obligations by causing with respect to Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is for such Borrowers’ account (or, in the case of a LenderU.S. Borrower, then for the account of any of such Letters U.S. Borrower’s Restricted Subsidiaries, provided that such U.S. Borrower shall be liable hereunder for all Letter of Credit Obligations incurred by its Restricted Subsidiaries). For the avoidance of doubt, no Letter of Credit shall not be guaranteed by Agent but rather each issued for the account of any Unrestricted Subsidiary. Each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) belowSection 2.2(b)(ii). The Parent Borrower shall be a co-obligor on any Letter of Credit issued on account of any U.S. Borrower. The aggregate amount of all such Letter of Credit Obligations shall shall, subject to Section 2.3(b)(ii) and Section 2.3(b)(iii), as applicable, not at any time exceed the least Dollar Equivalent of (i) $5,000,000 350,000,000 (the "“L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan”). No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, but may contain provisions for automatic renewal thereof for periods not in excess of one (1) year, unless otherwise reasonably determined by Agent and the Agentapplicable L/C Issuer, in its their respective sole discretion, and neither Agent nor Lenders no Lender shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment fifth (5th) Business Day prior to the Stated Termination Date; provided, however, further that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry may, upon the request of the applicable Borrower, be issued or renewed for a period beyond the date that is later than 5 five (5) Business Days prior to the Commitment maturity date thereof if such Letter of Credit becomes subject to cash collateralization on such fifth (5th) Business Day prior to the Stated Termination Date (andat 103% of the face value of such Letter of Credit) or other arrangements, subject in each case reasonably satisfactory to Agent and the applicable L/C Issuer, have been provided, and the applicable L/C Issuer has released the Lenders in writing from their participation obligations with respect to such Letter of Credit on the Stated Termination Date. Notwithstanding anything to the terms hereofcontrary contained herein, any L/C Issuer may only issue Letters of Credit to the extent permitted by applicable law. If (i) any Lender is a Non-Funding Lender or Agent determines that any of the Lenders is an Impacted Lender, and (ii) the reallocation of that Non-Funding Lender’s or Impacted Lender’s Letter of Credit Obligations to the other Lenders would reasonably be expected to cause the Letter of Credit Obligations and Loans of any Lender to exceed its Commitment (an “Affected L/C Issuer”), taking into account the amount of outstanding Aggregate Revolving Credit Exposure, then no Affected L/C Issuer shall be obligated to incur issue or renew any Letters of Credit unless the Non-Funding Lender or Impacted Lender has been replaced, the Letter of Credit Obligations have been cash collateralized to the extent of any shortfall in Commitments, or the Commitment of the other Lenders has been increased in accordance with Section 12.2(c) by an amount sufficient to satisfy Agent that all additional Letter of Credit Obligations will be covered by all Lenders who are not Non-Funding Lenders or Impacted Lenders. Notwithstanding anything to the contrary contained herein, no L/C Issuer shall be obligated to issue or renew any Letter of Credit if, after giving effect to the issuance or renewal thereof, the aggregate amount of all Letter of Credit Obligations in respect thereofof Letters of Credit issued by such L/C Issuer would exceed the Dollar Equivalent of such L/C Issuer’s L/C Issuer Fronting Sublimit Amount. Each Letter of Credit will be denominated in Dollars, Canadian Dollars, or purchase risk participations therein(in the case of a Letter of Credit requested for the account of a U.S. Borrower or any of its Restricted Subsidiaries) any Alternative Currency, as applicable) so long as specified by the Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowRepresentative.
Appears in 3 contracts
Samples: Revolving Loan Credit Agreement (XPO Logistics, Inc.), Assignment Agreement (XPO Logistics, Inc.), Assignment Agreement (XPO Logistics, Inc.)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account’s account (but on behalf of Borrower or any of its Subsidiaries), Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "“L/C Issuer"”) for Borrower's ’s account (but on behalf of Borrower or any of its Subsidiaries) and guaranteed by Agent; provided, provided that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) $5,000,000 75,000,000 (the "“L/C Sublimit"”) and (ii) the Maximum Amount lesser of (A) the Aggregate Revolving Credit Commitment less the aggregate outstanding principal balance of the Revolving Credit Advances Loan and the Swing Line Loan, Letter of Credit Obligations; and (iiiB) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances Loan and the Swing Line LoanLetter of Credit Obligations (the determination of availability described in this sentence is herein referred to as the “L/C Availability”). No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than (i) if such Letter of Credit is a Documentary Letter of Credit, six (6) months following the date of issuance thereof or such longer period with the consent of Agent or (ii) any other Letter of Credit, one (1) year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither . Agent nor Lenders shall be under any no obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, of any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject . The letters of credit set forth on Schedule F-1 issued by JPMorgan Chase Bank shall be deemed to be Letters of Credit issued under this Agreement (the remaining terms “JPMorgan Letters of Credit”) and represent Letter of Credit Obligations under this Agreement, a Letter provided that such JPMorgan Letters of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, shall be subject to the terms hereof, Agent of the Payoff and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, Assumption Agreement as applicable) so long well as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowset forth in this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Dicks Sporting Goods Inc), Credit Agreement (Dicks Sporting Goods Inc), Credit Agreement (Galyans Trading Co Inc)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower (and any Subsidiary that may be a co-applicant therewith) and for such Borrower's ’s (and such Subsidiary’s, as applicable) account, Letter of Credit Obligations by causing Letters of Credit denominated in Dollars, Sterling, Euros, Swiss Francs or any Alternative L/C Currency to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "“L/C Issuer"”) for such U.S. Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The Dollar Equivalent of the aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) an amount equal to Ten Million Dollars ($5,000,000 10,000,000) (the "“L/C Sublimit"”) and (ii) the Maximum Amount less the aggregate outstanding principal balance Dollar Equivalent of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. The Dollar Equivalent of the aggregate amount of all such Letter of Credit Obligations incurred for the benefit of the U.S. Borrowers shall not at any time exceed the U.S. Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and Swing Line Advances made to U.S. Borrowers. The Dollar Equivalent of the aggregate amount of all such Letter of Credit Obligations incurred for the benefit of the U.K. Borrowers shall not at any time exceed an amount equal to (i) the lesser of (x) the Sterling Subfacility Limit and (y) the U.K. Borrowing Base less (ii) the Dollar Equivalent of the outstanding principal balance of the Revolving Credit Advances made to the U.K. Borrowers. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 2 contracts
Samples: Credit Agreement (Sothebys), Credit Agreement (Sothebys)
Issuance. Subject to the terms and conditions of the Agreement, the Administrative Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the Borrowers and for Borrower's accountthe Borrowers’ or other Guarantors’ account (so long as the beneficiary of such Letter of Credit is not a Borrower or a Guarantor), Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital GECC or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to the Administrative Agent in its sole discretion (each, an "L/C “Letter of Credit Issuer"”) for Borrower's the Borrowers’ or other Guarantors’ account and guaranteed by the Administrative Agent; provided, that if the L/C Letter of Credit Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by the Administrative Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of the Administrative Agent, as more fully described in paragraph (b)(iiSection 2.18(b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) $5,000,000 (the "L/C Sublimit") Letter of Credit Sublimit and (ii) the Maximum Total Revolving Commitment Amount less the aggregate outstanding principal balance of the Revolving Credit Advances Loans and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Swingline Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Administrative Agent, in its sole discretion, and neither Administrative Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 2 contracts
Samples: Credit Agreement (Centerplate, Inc.), Credit Agreement (Centerplate, Inc.)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by Agent or by Borrower Representative and acceptable to Agent in its sole discretion (each, an "“L/C Issuer"”) for such Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) Fifteen Million Dollars ($5,000,000 15,000,000) (the "“L/C Sublimit") and ”), (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances, and (iii) the Aggregate Borrowing Base (adjusted as if no Letters of Credit are outstanding) less the aggregate outstanding principal balance of the Revolving Credit Advances. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower’s separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loanto such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 2 contracts
Samples: Credit Agreement (Standard Motor Products Inc), Credit Agreement (Standard Motor Products Inc)
Issuance. Subject to the terms and conditions of the Agreement and the Litigation L/C Agreement, Agent and Revolving Lenders agree to incur (or in the case of the Litigation L/C, the Term Lenders agree to incur), from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations and Litigation L/C Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer")) for Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit (other than the Litigation L/C) shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below; and, provided, further, that if the L/C Issuer is a Term Lender, then the Litigation L/C shall not be guaranteed by Agent but rather each Term Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in the Litigation L/C, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) One Million Dollars ($5,000,000 1,000,000.00) (the "L/C Sublimit") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. The aggregate amount of all Litigation L/C Obligations shall not at any time exceed the least of (i) $12,000,000, (ii) the amount necessary to obtain and secure the Bond and (iii) the aggregate maximum amount of Litigation L/C Obligations which are guaranteed pursuant to the terms and conditions of the Litigation Guaranty. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor any Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 2 contracts
Samples: Credit Agreement (Code Alarm Inc), Credit Agreement (Code Alarm Inc)
Issuance. Subject to the terms and conditions of the this Agreement, Agent and Lenders agree agrees to incur, incur from time to time prior to the Commitment Termination Datetime, upon the request of Borrower on behalf of Borrower and for Borrower's account, Letter of Credit Obligations and Eligible Trade L/C Obligations by causing Letters of Credit and Eligible Trade L/Cs to be issued on terms acceptable to Agent and by GE Capital or Agent, a Subsidiary thereof subsidiary of Agent or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion and Borrower (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of the sum of all such Letter of Credit Obligations plus Eligible Trade L/C Obligations shall not at any time exceed the least lesser of (i) Seventy-Five Million Dollars ($5,000,000 75,000,000) (the "L/C Sublimit") and ), or (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) Advances; provided further that Letter of Credit Obligations plus Eligible Trade L/C Obligations shall not exceed the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit Obligation or Eligible Trade L/C Obligation shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by and Agent and the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any no obligation to incur Letter of Credit Obligations or Eligible Trade L/C Obligations in respect of, or purchase risk participations in, of any Letter of Credit or Eligible Trade L/C having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject . The Borrower may request to change the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (andLC Issuer, subject to the terms hereofconsent by Agent, Agent and Lenders which consent shall not be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowunreasonably withheld.
Appears in 2 contracts
Samples: Assignment Agreement (Wilsons the Leather Experts Inc), Credit Agreement (Wilsons the Leather Experts Inc)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer")) for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Thirty-Five Million Dollars ($5,000,000 35,000,000) (the "L/C Sublimit") and ), (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and Advances, the Swing Line Loan and the Term Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and Advances, the Swing Line Loan and the Term Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; providedDate unless otherwise determined by Agent, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowits sole discretion.
Appears in 2 contracts
Samples: Credit Agreement (Western Digital Corp), Credit Agreement (Western Digital Corp)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Cdn. Revolving Lenders agree to incur, from time to time prior to the date which is seven (7) days prior to the Commitment Termination Date, upon the request of Borrower Lower Lakes and for Borrower's Lower Lakes' account, Letter of Credit Obligations by causing Letters of Credit denominated in United States or Canadian Dollars to be issued Issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's Lower Lakes' account and guaranteed by AgentAgent or one of its Affiliates, including GE Canada Finance Holding Company (each, an "L/C Guarantor"); provided, that if the L/C Issuer is a Cdn. Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Cdn. Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued Issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) $5,000,000 Cdn$3,000,000 (the "L/C Sublimit") and ), (ii) the Cdn. Maximum Amount less the aggregate outstanding principal balance of the Cdn. Revolving Credit Advances and the Cdn. Swing Line Loan, Loans and (iii) the Cdn. Borrowing Base less the aggregate outstanding principal balance of the Cdn. Revolving Credit Advances and the Cdn. Swing Line LoanLoans. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Cdn. Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days seven (7) days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowDate.
Appears in 2 contracts
Samples: Credit Agreement (Rand Logistics, Inc.), Credit Agreement (Rand Logistics, Inc.)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, Letter of Credit Obligations. Subject to the terms and conditions of the Agreement, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "“L/C Issuer"”) may in its sole discretion issue Letters of Credit for Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Ten Million Dollars ($5,000,000 10,000,000) (the "“L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, . If (i) any Lender is a Non-Funding Lender or Agent determines that subject to any of the remaining terms Lenders is an Impacted Lender and (ii) the reallocation of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Non-Funding Lender’s or Impacted Lender’s Letter of Credit Obligations in respect thereofto the other Revolving Lenders would reasonably be expected to cause the Letter of Credit Obligations and Revolving Loans of any Lender to exceed its Revolving Loan Commitment, taking into account the amount of outstanding Revolving Loans and expected advances of Revolving Loans as determined by Agent, then no Letters of Credit may be issued or renewed unless the Non-Funding Lender or Impacted Lender has been replaced, the Letter of Credit Obligations of that Non-Funding Lender or Impacted Lender have been cash collateralized, or purchase risk participations therein, as applicable) so long as Borrower shall the Revolving Loan Commitments of the other Lenders have deposited with Agent Cash Equivalents (as defined below) in been increased by an amount equal sufficient to one hundred five percent (105%) satisfy Agent that all future Letter of the maximum amount then available to Credit Obligations will be drawn thereunder and in accordance with the provisions of paragraph (c) belowcovered by all Revolving Lenders who are not Non-Funding Lenders or Impacted Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Insteel Industries Inc), Credit Agreement (Insteel Industries Inc)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "“L/C Issuer"”) on terms acceptable to Agent and Borrowers for such Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Fifteen Million Dollars ($5,000,000 15,000,000) (the "“L/C Sublimit") and ”), (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanLoans, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAvailability. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretiondiscretion (including with respect to customary evergreen provisions); provided that any Letter of Credit with a one-year term may provide for renewal thereof for an additional one-year period (which shall in no event extend beyond the Commitment Termination Date); provided, further, L/C Issuer may, and neither at the request of the Requisite Lenders shall, elect not to permit such renewal by giving 30 days’ prior written notice to Borrower Representative and the beneficiary of such Letter of Credit of its intent not to renew such Letter of Credit. Neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 2 contracts
Samples: Credit Agreement (Milacron Inc), Credit Agreement (Milacron Inc)
Issuance. Subject Except as set forth in Sections 2(b) and (c) below, the Company will not issue, sell or otherwise transfer for consideration to any Stockholder or any Affiliate of any Stockholder (an "Issuance") any Equity Interests (or securities convertible into or exercisable or exchangeable for Equity Interests) unless, at least 15 days prior to such Issuance, the Company notifies each Stockholder in writing of the Issuance (including the price and all of the other terms and conditions thereof) (the "Preemptive Right Notice") and grants to all Stockholders the right (the "Preemptive Right") to subscribe for and purchase a portion of such additional Equity Interests so issued, at the Agreementsame price and on the same terms as issued in the Issuance, Agent and Lenders agree to incur, from time to time prior equal to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations quotient determined by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of dividing (i) $5,000,000 the number of shares of Common Stock owned by such Stockholder (the "L/C Sublimit"taking into account all shares of Common Stock underlying Warrants and Existing Options owned by such Stockholder) and by (ii) the Maximum Amount less total number of shares of Common Stock outstanding (taking into account all shares of Common Stock underlying Warrants and Existing Options). Notwithstanding the aggregate outstanding principal balance foregoing, if the Stockholder or its Affiliates entitled to purchase or receive such Equity Interests in the Issuance is required to also purchase other securities of the Revolving Credit Advances Company, the Stockholders exercising their Preemptive Right pursuant to this Section 2 shall also be required to purchase the same combination of securities (on the same terms and conditions) that the Swing Line Loan, and (iii) Stockholder or its Affiliates is required to purchase. The Preemptive Right may be exercised by such Stockholder at any time by written notice to the Borrowing Base less Company received by the aggregate outstanding principal balance Company within 30 days after receipt by such Stockholder of the Revolving Credit Advances Preemptive Right Notice (the "Preemptive Right Period"). The closing of the purchase and sale pursuant to the Swing Line Loan. No such Letter exercise of Credit the Preemptive Right shall have an expiry date that is occur not less than 5 Business Days prior to 30 days after the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) Company receives notice of the maximum amount then available to be drawn thereunder exercise of the Preemptive Right and in accordance concurrently with the provisions closing of paragraph (c) belowthe Issuance.
Appears in 2 contracts
Samples: Stockholders Agreement (Torque Acquisition Co LLC), Stockholders Agreement (Gleason Reporting Group)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "“L/C Issuer"”) for such Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) $5,000,000 1,000,000 (the "“L/C Sublimit"”) and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base Aggregate Availability less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than five (5) Business Days prior to the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a any Letter of Credit may have an expiry provide for a renewal thereof for additional one (1) year periods (which shall in no event extend beyond the date that which is later than 5 five (5) Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowDate).
Appears in 1 contract
Samples: Credit Agreement (Amedisys Inc)
Issuance. Subject The Revolving Lenders agree, subject to the terms and -------- conditions of the Agreementhereinafter set forth, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, incur Letter of Credit Obligations by causing in respect of the issuance of Letters of Credit to be issued by either (i) a Revolving Lender (including GE Capital Capital) or a Subsidiary thereof or (ii) a bank or other legally authorized Person selected by or acceptable to Agent GE Capital and customarily utilized by GE Capital in its sole discretion transactions of the type evidenced by this Agreement (each, an a "L/C Letter of Credit Issuer") for Borrower's account and guaranteed by Agent; provided, that if ). If ----------------------- the L/C Letter of Credit Issuer is not a Revolving Lender, then such all Letters of Credit shall not be issued for the account of Borrower, but shall be guaranteed by Agent but rather GE Capital. In either case, all of the Revolving Lenders shall be deemed to have purchased a risk participation in the obligations of each Revolving Lender shallthat is a Letter of Credit Issuer, subject or of GE Capital to any Letter of Credit Issuer that is not a Revolving Lender, with respect to such Letters of Credit, on the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all . All such Letters of Credit shall be issued on terms requested by Borrower and reasonably acceptable to the Administrative Agent and shall support obligations of Borrower or a Subsidiary of Borrower incurred in the ordinary course of its business, including obligations incurred in connection with the payment of its statutory or contractual deposits, insurance premiums, utility and other operating ex penses and obligations, all as Borrower shall request by written consent notice given in accordance with the provisions of Agentparagraph 5 below and received by the Administrative Agent not less than five (5) Business Days prior to the requested date of issuance of any such Letter of Credit; provided, as more fully described in paragraph (b)(ii) below. The that the aggregate -------- amount of all such Letter of Credit Obligations at any one time outstanding (whether or not then due and payable) shall not at any time exceed the least lesser of (ia) $5,000,000 2,500,000 (the "L/C Letter of Credit Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iiib) the Borrowing Base less minus the aggregate outstanding principal balance of the ------------------------- ----- Revolving Credit Advances Loan; and the Swing Line Loan. No further provided, that (i) each such Letter of Credit ------- -------- shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more not later than one year following the date of issuance thereof, unless otherwise determined renewable for successive periods of one year each as Borrower shall request by written notice given in accordance with the provisions of paragraph 5 below and received by the Agent, in its sole discretionAdministrative Agent not less than five (5) Business Days prior to the requested date of renewal of any Letter of Credit previously issued and currently outstanding hereunder, and neither Agent nor (ii) the Revolving Lenders shall be under any no obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, of any Letter of Credit having an expiry date that is later than the Revolving Credit Commitment Termination Maturity Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "“L/C Issuer"”) for Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Ten Million Dollars ($5,000,000 10,000,000) (the "“L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, . Agent and Revolving Lenders agree that subject the letters of credit issued under the Prior Credit Agreement and set forth on Disclosure Schedule (B-1) hereto shall remain outstanding and shall be deemed to the remaining terms of this Agreement, a Letter be Letters of Credit may have an expiry date that is later than 5 Business Days prior to issued hereunder and the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders obligations in connection with such Letters of Credit shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowhereunder.
Appears in 1 contract
Samples: Credit Agreement (BRPP LLC)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C IssuerISSUER")) for such Borrower's account and guaranteed by Agent; providedPROVIDED, HOWEVER, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) $5,000,000 1,500,000 (the "L/C SublimitSUBLIMIT") ), and (ii) the Maximum Amount less LESS the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Revolving Borrowing Base less LESS the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Revolving Borrowing Base LESS the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time until 30 days prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital Bank of America or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion an Affiliate of Bank of America (each, an "“L/C Issuer"”) for Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Twenty-Five Million Dollars ($5,000,000 25,000,000) (the "“L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Samples: Credit Agreement (Synnex Corp)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Tranche A Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "“L/C Issuer"”) for such Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Tranche A Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Tranche A Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Seventy Five Million Dollars ($5,000,000 75,000,000) (the "“L/C Sublimit") and ”), (ii) the Tranche A Maximum Amount less the aggregate outstanding principal balance of the Tranche A Revolving Credit Advances and the Swing Line Loan, and (iii) the Tranche A Borrowing Base less the aggregate outstanding principal balance of the Tranche A Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Tranche A Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Ten Million Dollars ($5,000,000 10,000,000) (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time from and after the date hereof and prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C IssuerISSUER")) for Borrower's account and guaranteed by Agent; providedPROVIDED, HOWEVER, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) $5,000,000 250,000 (the "L/C SublimitSUBLIMIT") ), and (ii) the Maximum Amount less LESS the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, . All letters of credit issued under the Pre-Petition Credit Agreement shall be deemed to have been issued under such Agreement and shall for all purposes constitute "Letters of Credit" thereunder (provided that subject to the remaining terms no additional issuance fees shall be applicable in respect of this Agreement, a Letter such Letters of Credit) and that such Letters of Credit may have an expiry date that is later than 5 Business Days prior to shall not apply towards calculation of the Commitment Termination Date (and, subject to the terms hereof, Agent L/C Sublimit unless and Lenders shall be obligated to incur Letter until such Letters of Credit Obligations in respect thereof, are renewed or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowre-issued.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Twenty Five Million Dollars ($5,000,000 25,000,000) (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Samples: Credit Agreement (Brightpoint Inc)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of the Borrower Representative and for a Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "“L/C Issuer"”) for such Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) One Million Five Hundred Thousand Dollars ($5,000,000 1,500,000) (the "“L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject . Notwithstanding anything else to the remaining terms of this Agreementcontrary herein, if any Lender is a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (andNon-Funding Lender or Impacted Lender, subject to the terms hereof, Agent and Lenders no L/C Issuer shall be obligated to incur Issue any Letter of Credit unless (i) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 1.16 or Section 11.2, (ii) the Letter of Credit Obligations in respect thereofof such Non-Funding Lender or Impacted Lender have been cash collateralized, (iii) the Revolving Loan Commitments of the other Revolving Lenders have been increased by an amount sufficient to satisfy the Agent that all future Letter of Credit Obligations will be covered by all Revolving Lenders that are not Non-Funding Lenders or Impacted Lenders, or purchase risk participations therein(iv) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Revolving Lenders in a manner consistent with Section 1.1(d)(ii). Furthermore, GE Capital as applicable) so long an L/C Issuer may elect only to issue Letters of Credit in its own name and may only issue Letters of Credit to the extent permitted by Requirements of Law, and such Letters of Credit may not be acceptable by certain beneficiaries such as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowinsurance companies.
Appears in 1 contract
Samples: Credit Agreement (Northland Cable Properties Seven Limited Partnership)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer")) for Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Two Million Five Hundred Thousand Dollars ($5,000,000 2,500,000) (the "L/C Sublimit") ), and (ii) the Maximum Amount less LESS the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less LESS the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of (i) US Borrower and for US Borrower's account or (ii) European Borrower and for European Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for the applicable Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of THIRTY-FIVE MILLION DOLLARS (i$35,000,000) $5,000,000 (the "L/C Sublimit") and ); provided that (iiA) the aggregate amount of Letter of Credit Obligations of US Borrower shall not at any time exceed the US Maximum Amount less the aggregate outstanding principal balance of the US Revolving Credit Advances and the US Swing Line Loan, Loan and (iiiB) the Borrowing Base aggregate amount of Letter of Credit Obligations of European Borrower shall not at any time exceed the European Maximum Amount less the aggregate outstanding principal balance of the European Revolving Credit Advances and the European Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of (1) US Borrower shall not at any time exceed the aggregate principal balance of the US Revolving Credit Advances and the US Swing Line Loan to US Borrower and (2) European Borrower shall not at any time exceed the aggregate principal balance of the European Revolving Credit Advances and the European Swing Line Loan to European Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than the earlier of one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that which is later than 5 five (5) Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowDate.
Appears in 1 contract
Samples: Credit Agreement (Inverness Medical Innovations Inc)
Issuance. Subject to Upon the terms and conditions and relying on the representations and warranties contained in this Agreement, the Agent, as issuing bank for the Lenders, agrees from the date of this Agreement until the date which is thirty days prior to the Final Maturity Date, to issue on behalf of the AgreementLenders in their respective Percentage Shares, Agent Letters of Credit for the account of any Borrower and Lenders agree to incurrenew, increase and extend such Letters of Credit. Letters of Credit shall be issued, renewed, increased or extended from time to time prior to on any Business Day designated by the Commitment Termination Date, upon the request of Borrower and for Borrower's account, requesting such Letter of Credit Obligations following the receipt in accordance with the terms hereof by causing Letters the Agent of the written (or oral, confirmed promptly in writing) request by a Responsible Officer of such Borrower therefor and a Letter of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Application. Letters of Credit shall be issued in such amounts as the Borrowers may request; provided, however, that the Agent shall not be guaranteed by Agent but rather each Lender shallobligated to issue, subject to the terms and conditions hereinafter set forthincrease, purchase (extend, or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such renew any Letter of Credit Obligations shall not at any time exceed the least of if (i) $5,000,000 (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry expiration date that which is less than 5 Business Days prior subsequent to the Commitment Termination Date or Final Maturity Date, (ii) the Letter of Credit shall have an expiration date more than one year following after the date of issuance thereof; provided that, unless otherwise determined by any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the Agentoption of the Agent for additional one-year periods, (iii) the Letter of Credit is in form and substance not acceptable to the Agent in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur (iv) the Borrower requesting such Letter of Credit Obligations in respect of, or purchase risk participations in, any has not delivered to the Agent a completed and executed Letter of Credit having an expiry date that is later than Application, (v) the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior not governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, (vi) the L/C Exposure would exceed $500,000, or (vii) after giving effect to the Commitment Termination Date (andissuance, subject to the terms hereofincrease, Agent and Lenders shall be obligated to incur renewal, or extension of such Letter of Credit Obligations in respect thereofCredit, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) the sum of the maximum amount L/C Exposure and the Loan Balance then available to be drawn thereunder outstanding, would exceed the lesser of (A) the aggregate Commitments and in accordance with (B) the provisions of paragraph (c) below.Borrowing Base
Appears in 1 contract
Issuance. Subject to the terms and conditions of the this Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the U.S. Borrowers or the Canadian Borrowers, as the case may be, and for Borrower's such Borrowers’ account, Letter of Credit Obligations by causing with respect to Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then for such Letters of Credit shall not be guaranteed by Agent but rather each Borrowers’ account. Each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) belowSection 2.2(b)(ii). The Parent Borrower shall be a co-obligor on any Letter of Credit issued on account of any U.S. Borrower. The aggregate amount of all such Letter of Credit Obligations shall shall, subject to Section 2.3(b)(ii) and Section 2.3(b) (iii), as applicable, not at any time exceed the least of (i) $5,000,000 350,000,000 (the "“L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan”). No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, but may contain provisions for automatic renewal thereof for periods not in excess of one (1) year, unless otherwise reasonably determined by Agent and the Agentapplicable L/C Issuer, in its their respective sole discretion, and neither Agent nor Lenders no Lender shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment fifth (5th) Business Day prior to the Stated Termination Date; provided, however, further that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry may, upon the request of the applicable Borrower, be issued or renewed for a period beyond the date that is later than 5 five (5) Business Days prior to the Commitment maturity date thereof if such Letter of Credit becomes subject to cash collateralization on such fifth (5th) Business Day prior to the Stated Termination Date (andat 103% of the face value of such Letter of Credit) or other arrangements, subject in each case reasonably satisfactory to Agent and the applicable L/C Issuer, have been provided, and the applicable L/C Issuer has released the Lenders in writing from their participation obligations with respect to such Letter of Credit on the Stated Termination Date. Notwithstanding anything to the terms hereofcontrary contained herein, any L/C Issuer may only issue Letters of Credit to the extent permitted by applicable law. If (i) any Lender is a Non-Funding Lender or Agent determines that any of the Lenders is an Impacted Lender, and (ii) the reallocation of that Non-Funding Lender’s or Impacted Lender’s Letter of Credit Obligations to the other Lenders would reasonably be expected to cause the Letter of Credit Obligations and Loans of any Lender to exceed its Commitment (an “Affected L/C Issuer”), taking into account the amount of outstanding Aggregate Revolving Credit Exposure, then no Affected L/C Issuer shall be obligated to incur issue or renew any Letters of Credit unless the Non-Funding or Impacted Lender has been replaced, the Letter of Credit Obligations have been cash collateralized to the extent of any shortfall in Commitments, or the Commitment of the other Lenders has been increased in accordance with Section 12.2(c) by an amount sufficient to satisfy Agent that all additional Letter of Credit Obligations will be covered by all Lenders who are not Non-Funding Lenders or Impacted Lenders. Notwithstanding anything to the contrary contained herein, no L/C Issuer shall be obligated to issue or renew any Letter of Credit if, after giving effect to the issuance or renewal thereof, the aggregate amount of all Letter of Credit Obligations in respect thereof, of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Fronting Sublimit Amount. Each Letter of Credit will be denominated in Dollars or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowCanadian Dollars.
Appears in 1 contract
Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement and in reliance on the agreements of the AgreementLenders in Sections 2.19(b) and 2.19(e), Agent to issue standby Letters of Credit denominated in Dollars or other Agreed Currencies, commercial Letters of Credit denominated in Dollars or other Agreed Currencies and, in its discretion, Banker’s Acceptances (each such standby Letter of Credit, commercial Letter of Credit or Banker’s Acceptance, a “Facility LC”) and Lenders agree to incurrenew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the Effective Date and prior to the Commitment fifth Business Day prior to the Facility Termination Date, Date upon the request of Borrower and for the Borrower's account; provided that immediately after each such Facility LC is issued or Modified, Letter (i) the aggregate Dollar Amount of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit outstanding LC Obligations shall not at any time exceed the least of (i) $5,000,000 (the "L/C Sublimit") 100,000,000 and (ii) the Maximum Amount less Aggregate Outstanding Credit Table of Contents Exposure shall not exceed the aggregate outstanding principal balance Aggregate Commitment. Without limiting the foregoing, all Existing Letters of Credit shall be deemed without further action of the Revolving Credit Advances parties to be Facility LCs issued hereunder and subject to the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loanterms hereof. No such Letter of Credit Facility LC shall have an expiry date that is less later than 5 the earlier to occur of (x) the fifth Business Days Day prior to the Commitment Facility Termination Date or more than and (y) one year following the date of issuance thereof, unless otherwise determined by the Agent, in after its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Dateissuance; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is of a Facility LC may be up to one year later than 5 the fifth Business Days Day prior to the Commitment Facility Termination Date (and, subject if the Borrower has posted on or before the fifth Business Day prior to the Facility Termination Date cash collateral in the Facility LC Collateral Account on terms hereof, satisfactory to the Administrative Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) the applicable LC Issuer in an amount equal to one hundred five percent (105%) % of the maximum amount then available LC Obligations with respect to such Facility LC. Notwithstanding anything to the contrary herein or in any Loan Document, the parties hereto acknowledge and agree that all Banker’s Acceptances shall be drawn thereunder treated as Facility LCs for all purposes of this Agreement and the other Loan Documents (including without limitation for the purposes of (A) determining (I) outstanding LC Obligations and (II) Aggregate Outstanding Credit Exposure, (B) participation by the Lenders pursuant to Section 2.19(b) and reimbursement by the Lenders pursuant to Section 2.19(e), (C) cash collateralization pursuant to Section 2.19(k), and (D) Defaulting Lender provisions pursuant to Section 2.22) and shall constitute Obligations guaranteed by the Guarantors and secured by any collateral. Each Facility LC shall be subject to the Uniform Customs and/or ISP98, as set forth in accordance with the provisions Letter of paragraph (c) belowCredit Application or as determined by the applicable LC Issuer.
Appears in 1 contract
Samples: Credit Agreement (Cabelas Inc)
Issuance. Subject to the terms and conditions of the Agreement, Administrative Agent and the U.S. Revolving Lenders agree to incur, from time to time prior to the Commitment Termination DateDate applicable to such U.S. Revolving Lenders, upon the request of U.S. Borrower and for U.S. Borrower's ’s and its Subsidiaries’ account, Letter letter of Credit Obligations by causing Letters credit obligations with respect to letters of Credit to be credit issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the U.S. L/C Issuer is a Lenderfor U.S. Borrower’s account and denominated in U.S. Dollars (such letter of credit obligations, then “U.S. Letter of Credit Obligations” and such letters of credit, “U.S. Letters of Credit shall not be guaranteed by Agent but rather each Credit”). Each U.S. Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Administrative Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all All such U.S. Letter of Credit Obligations in the aggregate shall not at any time exceed the least lesser of (i) $5,000,000 25,000,000 (the "“U.S. L/C Sublimit") ”), and (ii) the U.S. Maximum Amount less the aggregate outstanding principal balance of the all U.S. Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the U.S. Dollars Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Administrative Agent and U.S. L/C Issuer in its their respective sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Administrative Agent nor U.S. Revolving Lenders shall be under any obligation to incur U.S. Letter of Credit Obligations in respect of, or purchase risk participations in, any U.S. Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject Date applicable to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowsuch U.S. Revolving Lenders.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of (i) US Borrower and for US Borrower's ’s account or (ii) European Borrower and for European Borrower’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "“L/C Issuer"”) for the applicable Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of THIRTY-FIVE MILLION DOLLARS (i$35,000,000) $5,000,000 (the "“L/C Sublimit") and ”); provided that (iiA) the aggregate amount of Letter of Credit Obligations of US Borrower shall not at any time exceed the US Maximum Amount less the aggregate outstanding principal balance of the US Revolving Credit Advances and the US Swing Line Loan, Loan and (iiiB) the Borrowing Base aggregate amount of Letter of Credit Obligations of European Borrower shall not at any time exceed the European Maximum Amount less the aggregate outstanding principal balance of the European Revolving Credit Advances and the European Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than the earlier of one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that which is later than 5 five (5) Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowDate.
Appears in 1 contract
Samples: Credit Agreement (Inverness Medical Innovations Inc)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Tranche A Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion and acceptable to Borrower in the event no Default or Event of Default has occurred (each, an "L/C Issuer")) for Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Tranche A Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Tranche A Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Twenty Five Million Dollars ($5,000,000 25,000,000) (the "L/C Sublimit") ), and (ii) the Tranche A Maximum Amount less the aggregate outstanding principal balance of the Tranche A Revolving Credit Advances and the Swing Line Loan, and (iii) the Tranche A Borrowing Base less the aggregate outstanding principal balance of the Tranche A Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agentprovided, however, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur the event Borrower requests a Letter of Credit Obligations in respect ofbe issued, extended or purchase risk participations inrenewed with any expiry date which will occur after the date which is fourteen (14) days (or, any if the Letter of Credit having an expiry date that is later than confirmed by a confirmer or otherwise provides for one or more nominated persons, forty-five (45)) days prior to the Commitment Termination Date; provided, howeverBorrower shall, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is by not later than 5 Business Days (a) forty-five (45) days prior to the Commitment Termination Date for standby Letters of Credit and (and, subject b) twenty-one (21) days prior to the terms hereofCommitment Termination Date for documentary Letters of Credit, Agent and Lenders shall be obligated deliver to incur Letter the L/C Issuer for the benefit of Credit Obligations Lenders, cash in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an the amount equal to of one hundred five three percent (105103%) of the maximum amount then available drawing amount, to be drawn thereunder held as cash collateral by the L/C Issuer for the Letter of Credit Obligations. All letters of credit issued under the Pre-Petition Loan Agreement shall be deemed to have been issued under this Agreement and shall for all purposes constitute "Letters of Credit" hereunder (provided that no additional issuance fees shall be applicable in accordance with the provisions respect of paragraph (c) belowsuch Letters of Credit).
Appears in 1 contract
Samples: In Possession Credit Agreement (Filenes Basement Corp)
Issuance. (a) Subject to the terms and conditions of the this Agreement, the Administrative Agent and the Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of the applicable Borrower and for such Borrower's account, Letter of Credit L/C Obligations by causing letters of credit ("Letters of Credit Credit") to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or such Borrower and acceptable to the Administrative Agent in its sole discretion (each, an "L/C Issuer")) for such Borrower's account and guaranteed by the Administrative Agent; provided, however, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by the Administrative Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of the Administrative Agent, as more fully described in paragraph (b)(ii) belowsubsection 3.2(b). The aggregate amount of all such No Letter of Credit Obligations shall not at any time exceed the least of be issued if, after giving effect to such issuance, (i) $5,000,000 (the "aggregate L/C Sublimit") and Obligations of all Borrowers would exceed the L/C Commitment, (ii) the Maximum Amount Available Commitment of any Lender would be less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loanthan zero, and (iii) the Aggregate Outstanding Extensions of Credit then owing by the relevant Borrower to all Lenders would exceed the Borrowing Base less then in effect for such Borrower or (iv) the aggregate outstanding principal balance Aggregate Outstanding Extensions of Credit then owing by all Borrowers to all Lenders would exceed the Revolving Credit Advances and the Swing Line LoanMaximum Available Credit. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither the Administrative Agent nor the Lenders shall be under any obligation to incur Letter of Credit L/C Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Samples: And Guarantee Agreement (Harris Chemical North America Inc)
Issuance. (a) Subject to the terms and conditions of the this Agreement, the Administrative Agent and the Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of the applicable Borrower and for such Borrower's account, Letter of Credit L/C Obligations by causing letters of credit ("Letters of Credit Credit") to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or such Borrower and acceptable to the Administrative Agent in its sole discretion (each, an "L/C Issuer")) for such Borrower's account and guaranteed by the Administrative Agent; provided, however, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by the Administrative Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of the Administrative Agent, as more fully described in paragraph (b)(ii) belowsubsection 4.2(b). The aggregate amount of all such No Letter of Credit Obligations shall not at any time exceed the least of be issued if, after giving effect to such issuance, (i) $5,000,000 (the "aggregate L/C Sublimit") and Obligations of all Borrowers would exceed the L/C Commitment, (ii) the Maximum Amount Available Commitment of any Lender would be less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loanthan zero, and (iii) the Aggregate Outstanding Extensions of Credit then owing by the relevant Borrower to all Lenders would exceed the Borrowing Base less then in effect for such Borrower or (iv) the aggregate outstanding principal balance Aggregate Outstanding Extensions of Credit then owing by all Borrowers to all Lenders would exceed the Revolving Credit Advances and the Swing Line LoanMaximum Available Credit. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither the Administrative Agent nor Lenders shall be under any obligation to incur Letter of Credit L/C Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Harris Chemical North America Inc)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by Agent or by Borrower Representative and acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of Twenty Five Million Dollars (i$25,000,000) $5,000,000 (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances, and (iii) the Aggregate Borrowing Base (adjusted as if no Letters of Credit are outstanding) less the aggregate outstanding principal balance of the Revolving Credit Advances. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loanto such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital Canada or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph PARAGRAPH (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) $5,000,000 TEN MILLION US DOLLARS (US$10,000,000) or the Equivalent Amount in Canadian Dollars (the "L/C Sublimit") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of (A) the Revolving Credit Advances and the Swing Line Loan and (B) the US Revolving Loan and US Swing Line Loan, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of (A) the Revolving Credit Advances and the Swing Line Loan and (B) the US Revolving Loan and US Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Samples: Credit Agreement (Ddi Corp)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account’s account (but on behalf of Borrower or any of its Subsidiaries), Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion discretion; provided, however, that Borrower shall have the reasonable right to approve any such Affiliate of a Lender selected by Agent (each, an "“L/C Issuer"”) for Borrower's ’s account (but on behalf of Borrower or any of its Subsidiaries) and guaranteed by Agent; provided, provided that if the L/C Issuer is a Lender or an Affiliate of a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) $5,000,000 75,000,000 (the "“L/C Sublimit"”) and (ii) the Maximum Amount lesser of (A) the Aggregate Revolving Credit Commitment less the aggregate outstanding principal balance of the Revolving Credit Advances Loan and the Swing Line Loan, Letter of Credit Obligations; and (iiiB) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances Loan and the Swing Line LoanLetter of Credit Obligations (the determination of availability described in this sentence is herein referred to as the “L/C Availability”). No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than (i) if such Letter of Credit is a Documentary Letter of Credit, six (6) months following the date of issuance thereof or such longer period with the consent of Agent or (ii) any other Letter of Credit, one (1) year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither . Agent nor Lenders shall be under any no obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, of any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject . The letters of credit set forth on Schedule F-1 issued by JPMorgan Chase Bank shall be deemed to be Letters of Credit issued under this Agreement (the remaining terms “JPMorgan Letters of Credit”) and represent Letter of Credit Obligations under this Agreement, a Letter provided that such JPMorgan Letters of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, shall be subject to the terms hereofof the Payoff and Letter of Credit Assumption Agreement as well as the provisions set forth in this Agreement. Notwithstanding anything else herein to the contrary, Agent and Lenders shall be obligated to incur will not rescind the designation of any Person as L/C Issuer hereunder at such time as such Person has any Letters of Credit outstanding or Letter of Credit Obligations outstanding and in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower no event shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) any action of the maximum amount then available Agent impair the expense and indemnity obligations of the Borrower to be drawn thereunder and in accordance with the provisions of paragraph (c) belowan L/C Issuer hereunder.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree Fronting Lender agrees to incur, or purchase participations in, from time to time prior to the Commitment Termination Date, upon the request of European Borrower and for European Borrower's account, European Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to European Agent in its sole discretion (each, an "European L/C Issuer") for European Borrower's account and guaranteed by AgentFronting Lender; provided, provided that if the European L/C Issuer is a Fronting Lender, then such Letters of Credit shall not be guaranteed by Agent Fronting Lender but rather each Lender European Revolving Loan Participants shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of AgentFronting Lender, as more fully described in paragraph (b)(ii) below. The aggregate amount in Euro Equivalents of all such European Letter of Credit Obligations shall not at any time exceed the least of (i) $5,000,000 Eight Million, Eight Hundred Ten Thousand Five Hundred Seventy Euros (EUR 8,810,570) (the "European L/C Sublimit") and (ii) the European Maximum Amount less the aggregate outstanding principal balance in Euro Equivalents of the European Revolving Credit Advances and the Swing Line LoanAdvances, and (iii) the European Borrowing Base less the Euro Equivalent of the aggregate outstanding principal balance of the European Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined agreed by the AgentFronting Lender, in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Lenders Fronting Lender shall not be under any obligation to incur European Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Samples: Credit Agreement (Samsonite Corp/Fl)
Issuance. Subject to the terms and conditions of the Agreement, Agent and First Lien Lenders with Revolving Loan Commitments agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of US Borrowers and for Borrower's US Borrowers’ account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "“L/C Issuer"”) for Borrower's US Borrowers’ account and guaranteed by Agent; provided, that if the L/C Issuer is a First Lien Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each First Lien Lender with a Revolving Loan Commitment shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) Fifty Million Dollars ($5,000,000 50,000,000) (the "“L/C Sublimit"”) and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, but may contain provisions for automatic renewal thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor First Lien Lenders with Revolving Loan Commitments shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the date set forth in clause (a) of the definition of Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Thirty Million Dollars ($5,000,000 30,000,000) (the "L/C Sublimit") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, during any Separate Borrowing Base Period, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretionthereof (other than Letters of Credit securing an Industrial Development Bond), and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject The Borrowers, the Agent and the Lenders agree that the Existing Letters of Credit shall remain outstanding after the date hereof and shall constitute Secured Obligations hereunder upon the entry of the Final Order. Each Lender shall be deemed to have purchased risk participations in such Existing Letters of Credit as more fully described in Section 3.2(b)(ii), and such Existing Letters of Credit shall be deemed to be included in Letter of Credit Obligations. In addition, after the Effective Date and subject to the terms and conditions of the Agreement, Agent and the Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower the Borrowers and for Borrower's the Borrowers' account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital Agent or a Subsidiary thereof an Affiliate thereof, or a bank or other legally authorized Person selected by or and acceptable to Agent in its sole discretion discretion, including Fleet National Bank as issuer of the Existing Fleet Letters of Credit (each, an "L/C IssuerIssuing Bank")) for Borrower's the Borrowers' account and guaranteed by Agent; provided, however, that if the L/C Issuer Issuing Bank is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(iiSection 3.2(b)(ii) below. The Agent and the Lenders shall have no obligation to incur Letter of Credit Obligations if, after giving effect to the issuance or guaranty by the Lenders of any requested Letter of Credit, (i) the aggregate amount of all such Letter of Credit Obligations shall not at any time outstanding would exceed the least Letter of (i) $5,000,000 (the "L/C Sublimit") and Credit Facility Amount or (ii) the Maximum Amount less the aggregate outstanding principal balance amount of the all Revolving Credit Advances and Loans outstanding would exceed the Swing Line Loan, and Borrowing Base or (iii) if no Revolving Credit Loans are outstanding, the aggregate amount of the Letter of Credit Obligations outstanding would exceed the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanBase. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor the Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 five (5) Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowDate.
Appears in 1 contract
Samples: And Security Agreement (Tropical Sportswear International Corp)
Issuance. (i) Subject to the terms and conditions of the Agreement, the Administrative Agent and the Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of the Borrower and for Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion either (each, x) an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer which is also a LenderLender hereunder, then in which case such Letters of Credit shall not be guaranteed by the Administrative Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all draws on such Letters of Credit issued shall be reimbursable by the Borrower in accordance with Section 2.12(b) below, or (y) an L/C Issuer which is not a Lender (a “Third-Party L/C Issuer”), in which case such Letters of Credit will be guaranteed by the written consent Administrative Agent and draws on such Letters of AgentCredit will be reimbursed by the Borrower pursuant to Section 2.12(b) below, as more fully described in paragraph and if the Borrower fails to do so, by the Administrative Agent pursuant to the terms of a guaranty by the Administrative Agent (b)(iithe “L/C Guaranty”) and any payment by the Administrative Agent pursuant to the applicable L/C Guaranty shall be repaid by the Borrower pursuant to the terms of Section 2.12(b) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) $5,000,000 (the "L/C Sublimit") , and (ii) the Maximum Amount less excess (if any) of (1) the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base, over (2) the aggregate outstanding principal balance amount of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof or, in the case of any direct-pay Letter of Credit, three years following the date of issuance thereof, unless otherwise determined by the Agent, Administrative Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither the Administrative Agent nor Lenders any Lender shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject to and in accordance with the terms and conditions of the AgreementAgreement (including Section 6.2(n)(i) with regard to Letters of Credit requested to be issued by a Borrower for the benefit of a Subsidiary of Mirant which is not a Borrower), Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's accountRepresentative on behalf of the applicable Account Party, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or, with Borrower Representative's consent (which consent shall not be unreasonably withheld or a Subsidiary thereof or delayed), a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account (or for the account of a Subsidiary of Mirant that is not a Borrower, it being understood and agreed that in such circumstance the Account Party shall be a Borrower) and guaranteed by Agent; provided, provided that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) $5,000,000 (the "L/C Sublimit") and ): the lesser of (iii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, Loans and (iiiii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanLoans. No such Letter of Credit shall have an expiry date (including all rights of renewal) later than one (1) year after the issuance thereof (provided that any Letter of Credit with a one year term may provide for the renewal thereof for additional one-year periods); provided, however, if any Letter of Credit has an expiry date past the Stated Maturity Date, such Letter of Credit must be cash collateralized by Borrowers in accordance with paragraph (c)(i) hereof no later than the date that is less than 5 two (2) Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Stated Maturity Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Tranche A Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion and acceptable to Borrower in the event no Default or Event of Default has occurred (each, an "L/C Issuer")) for Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Tranche A Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Tranche A Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Twenty Five Million Dollars ($5,000,000 25,000,000) (the "L/C Sublimit") ), and (ii) the Tranche A Maximum Amount less the aggregate outstanding principal balance of the Tranche A Revolving Credit Advances and the Swing Line Loan, and (iii) the Tranche A Borrowing Base less the aggregate outstanding principal balance of the Tranche A Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agentprovided however, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur the event Borrower requests a Letter of Credit Obligations in respect ofbe issued, extended or purchase risk participations inrenewed with any expiry date which will occur after the date which is fourteen (14) days (or, any if the Letter of Credit having an expiry date that is later than confirmed by a confirmer or otherwise provides for one or more nominated persons, forty-five (45)) days prior to the Commitment Termination Date; provided, howeverBorrower shall, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is by not later than 5 Business Days (a) forty- five (45) days prior to the Commitment Termination Date for standby Letters of Credit and (and, subject b) twenty-one (21) days prior to the terms hereofCommitment Termination Date for documentary Letters of Credit, Agent and Lenders shall be obligated deliver to incur Letter the L/C Issuer for the benefit of Credit Obligations Lenders, cash in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an the amount equal to of one hundred five three percent (105103%) of the maximum amount then available drawing amount, to be drawn thereunder and in accordance with held as cash collateral by the provisions L/C Issuer for the Letter of paragraph (c) belowCredit Obligations.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from From time to time prior to from the Commitment Termination date of this Agreement until three months before the Maturity Date, upon at the request of Borrower and for the Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender Issuing Bank shall, subject to on any Business Day and on the terms and conditions hereinafter set forth, purchase (issue, increase, decrease, amend, or be deemed to have purchased) risk participations in all such extend the expiration date of Letters of Credit issued with for the written consent account of Agentthe Borrower (for its own benefit or for the benefit of the Parent or any of the Borrower’s Subsidiaries). Promptly after issuance by the Issuing Bank of a Letter of Credit, as more fully described in paragraph (b)(ii) below. The aggregate amount such Issuing Bank shall furnish a copy of all such Letter of Credit Obligations to the Borrower. Each Issuing Bank shall not at any time exceed promptly give notice to the least Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Bank (including the amount thereof). Upon the Effective Date, but subject to the limitations contained in the following sentence, each Existing Letter of Credit shall be automatically converted to a Letter of Credit. No Letter of Credit will be issued, increased, or extended and no Existing Letter of Credit will be converted to a Letter of Credit (i) if such issuance, increase, extension or conversion would cause the Letter of Credit Exposure to exceed the lesser of (x) $5,000,000 10,000,000 or (y) an amount equal to (A) the "L/C Sublimit"aggregate Revolving Commitments less (B) and the sum of the aggregate Revolving Exposure at such time; (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No unless such Letter of Credit shall have has an expiry date that is less Expiration Date not later than 5 Business Days prior to the Commitment Termination Date or more than earlier of (A) one year following after the date of issuance thereof, thereof and (B) ten (10) days prior to the Maturity Date; (iii) unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur such Letter of Credit Obligations is in respect of, or purchase risk participations in, any form and substance acceptable to the Issuing Bank; (iv) unless such Letter of Credit having an expiry date that is later a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Bank (with a copy to the Administrative Agent) the completed and executed Letter of Credit Documents (other than the Commitment Termination DateLetter of Credit) on such Issuing Bank’s standard form, which shall contain terms no more restrictive than the terms of this Agreement; provided, however, that subject and (vi) unless no Default has occurred and is continuing or would result from the issuance of such Letter of Credit. If the terms of any of the Letter of Credit Documents referred to in the remaining foregoing clause (v) conflicts with the terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders of this Agreement shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowcontrol.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Interstate Hotels & Resorts Inc)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Twenty Five Million Dollars ($5,000,000 25,000,000) (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Samples: Pledge Agreement (Brightpoint Inc)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the Borrowers and for any such Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "“L/C Issuer"”) for such Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) SEVENTY-FIVE MILLION DOLLARS ($5,000,000 75,000,000) (the "“L/C Sublimit"”) and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof (excluding any “ever-green” or similar provision for the renewal thereof), unless otherwise determined agreed to by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided. The letters of credit set forth on Schedule B-1 issued by Bank of America, however, that subject N.A. shall be deemed to be Letters of Credit issued under this Agreement (the remaining terms “BofA Letters of Credit”) and shall represent Letter of Credit Obligations under this Agreement, a Letter provided that such BofA Letters of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, shall be subject to the terms hereofset forth in this Agreement; and provided, Agent and Lenders shall be obligated to incur Letter further, that such BofA Letters of Credit Obligations in respect thereofshall not be amended, supplemented, extended or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowotherwise modified.
Appears in 1 contract
Samples: Credit Agreement (Penn Traffic Co)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "“L/C Issuer"”) on terms acceptable to Agent and Borrowers for such Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Twenty Five Million Dollars ($5,000,000 25,000,000) (the "“L/C Sublimit") and ”), (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances Loans and the Swing Line LoanExport-Related Advances, and (iii) the Primary Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAvailability. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretiondiscretion (including with respect to customary evergreen provisions); provided that any Letter of Credit with a one-year term may provide for renewal thereof for an additional one-year period (which shall in no event extend beyond the Commitment Termination Date); provided, further, L/C Issuer may, and neither at the request of the Requisite Lenders shall, elect not to permit such renewal by giving 30 days' prior written notice to Borrower Representative and the beneficiary of such Letter of Credit of its intent not to renew such Letter of Credit. Neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Samples: Credit Agreement (Milacron Inc)
Issuance. Subject to the terms and conditions of the Agreement, Administrative Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of Borrowers and for Borrower's any such Borrowers' account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Administrative Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Administrative Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Administrative Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Administrative Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Seventy-Five Million Dollars ($5,000,000 75,000,000) (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Revolver Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Administrative Agent, in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Administrative Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") Issuer for such Borrower's account and guaranteed by Agent; providedPROVIDED, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Ten Million Dollars ($5,000,000 10,000,000) (the "L/C SublimitSUBLIMIT") ), and (ii) the Maximum Amount less LESS the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less LESS the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base LESS the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the date that is referred to in clause (a) of the definition of Commitment Termination Date; provided, however, that subject to the remaining terms . Each issuance of this Agreement, a Letter of Credit may have an expiry shall be made on notice by Borrower Representative on behalf of the applicable Borrower to the representative of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later noon (New York time) on the date that which is later than 5 three (3) Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur proposed issuance of such Letter of Credit Obligations Credit. Each such notice (a "NOTICE OF ISSUANCE OF LETTER OF CREDIT") must be given in respect thereof, writing (by telecopy or purchase risk participations therein, overnight courier) substantially in the form of Exhibit B-1(a) and shall include the information required in such Exhibit and such other administrative information as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to may be drawn thereunder and in accordance with the provisions of paragraph (c) belowreasonably required by Agent.
Appears in 1 contract
Samples: Credit Agreement (H&e Finance Corp)
Issuance. (i) Subject to the terms and conditions of the Agreement, the Administrative Agent and the Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of the Borrower and for Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion either (each, x) an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer which is also a LenderLender hereunder, then in which case such Letters of Credit shall not be guaranteed by the Administrative Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all draws on such Letters of Credit issued shall be reimbursable by the Borrower in accordance with Section 2.11(b) below, or (y) an L/C Issuer which is not a Lender (a “Third-Party L/C Issuer”), in which case such Letters of Credit will be guaranteed by the written consent Administrative Agent and draws on such Letters of AgentCredit will be reimbursed by the Borrower pursuant to Section 2.11(b) below, as more fully described in paragraph and if the Borrower fails to do so, by the Administrative Agent pursuant to the terms of a guaranty by the Administrative Agent (b)(iithe “L/C Guaranty”) and any payment by the Administrative Agent pursuant to the applicable L/C Receivables Funding and Administration Agreement Guaranty shall be repaid by the Borrower pursuant to the terms of Section 2.11(b) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) $5,000,000 (the "L/C Sublimit") , and (ii) the Maximum Amount less excess (if any) of (1) the lesser of (A) the Aggregate Commitment and (B) the sum of the Tranche A Borrowing Base and the Tranche B Borrowing Base, over (2) the aggregate outstanding principal balance amount of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, thereof unless otherwise determined by the Agent, Administrative Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither the Administrative Agent nor Lenders any Lender shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Rexnord LLC)
Issuance. Subject to the terms and conditions of the this Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the U.S. Borrowers or the Canadian Borrowers, as the case may be, and for such Borrowers’ account (or, in the case of a U.S. Borrower's account, for the account of any of such U.S. Borrower’s Restricted Subsidiaries designated thereby, provided that such U.S. Borrower shall be liable hereunder for all Letter of Credit Obligations incurred by its Restricted Subsidiaries), Letter of Credit Obligations by causing with respect to Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is for such Borrowers’ account (or, in the case of a LenderU.S. Borrower, then for the account of any of such Letters U.S. Borrower’s Restricted Subsidiaries, provided that such U.S. Borrower shall be liable hereunder for all Letter of Credit Obligations incurred by its Restricted Subsidiaries). For the avoidance of doubt, no Letter of Credit shall not be guaranteed by Agent but rather each issued for the account of any Unrestricted Subsidiary. Each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) belowSection 2.2(b)(ii). The Parent Borrower shall be a co-obligor on any Letter of Credit issued on account of any U.S. Borrower. The aggregate amount of all such Letter of Credit Obligations shall shall, subject to Section 2.3(b)(ii) and Section 2.3(b)(iii), as applicable, not at any time exceed the least Dollar Equivalent of (i) $5,000,000 350,000,000 (the "“L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan”). No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, but may contain provisions for automatic renewal thereof for periods not in excess of one (1) year, unless otherwise reasonably determined by Agent and the Agentapplicable L/C Issuer, in its their respective sole discretion, and neither Agent nor Lenders no Lender shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment fifth (5th) Business Day prior to the Stated Termination Date; provided, however, further that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry may, upon the request of the applicable Borrower, be issued or renewed for a period beyond the date that is later than 5 five (5) Business Days prior to the Commitment maturity date thereof if such Letter of Credit becomes subject to cash collateralization on such fifth (5th) Business Day prior to the Stated Termination Date (andat 103% of the face value of such Letter of Credit) or other arrangements, subject in each case reasonably satisfactory to Agent and the applicable L/C Issuer, have been provided, and the applicable L/C Issuer has released the Lenders in writing from their participation obligations with respect to such Letter of Credit on the Stated Termination Date. Notwithstanding anything to the terms hereofcontrary contained herein, any L/C Issuer may only issue Letters of Credit to the extent permitted by applicable law. If (i) any Lender is a Non-Funding Lender or Agent determines that any of the Lenders is an Impacted Lender, and (ii) the reallocation of that Non-Funding Lender’s or Impacted Lender’s Letter of Credit Obligations to the other Lenders would reasonably be expected to cause the Letter of Credit Obligations and Loans of any Lender to exceed its Commitment (an “Affected L/C Issuer”), taking into account the amount of outstanding Aggregate Revolving Credit Exposure, then no Affected L/C Issuer shall be obligated to incur issue or renew any Letters of Credit unless the Non-Funding or Impacted Lender has been replaced, the Letter of Credit Obligations have been cash collateralized to the extent of any shortfall in Commitments, or the Commitment of the other Lenders has been increased in accordance with Section 12.2(c) by an amount sufficient to satisfy Agent that all additional Letter of Credit Obligations will be covered by all Lenders who are not Non-Funding Lenders or Impacted Lenders. Notwithstanding anything to the contrary contained herein, no L/C Issuer shall be obligated to issue or renew any Letter of Credit if, after giving effect to the issuance or renewal thereof, the aggregate amount of all Letter of Credit Obligations in respect thereofof Letters of Credit issued by such L/C Issuer would exceed the Dollar Equivalent of such L/C Issuer’s L/C Issuer Fronting Sublimit Amount. Each Letter of Credit will be denominated in Dollars or, Canadian Dollars, or purchase risk participations therein(in the case of a Letter of Credit requested for the account of a U.S. Borrower or any of its Restricted Subsidiaries) any Alternative Currency, as applicable) so long as specified by the Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowRepresentative.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the this Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of Borrowers and for Borrower's Borrowers’ account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (except that where GE Capital or any Subsidiary thereof issues Letters of Credit in its own name and any such Letter of Credit is not accepted by the appropriate beneficiary, including an insurance company, then the Lenders shall permit Letters of Credit to be issued on terms and conditions acceptable to Agent and Borrowers by a bank or other legally authorized Person selected by or acceptable to Borrower Representative in its sole discretion) (each, an "“L/C Issuer"”) for Borrower's Borrowers’ account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) Fifteen Million Dollars ($5,000,000 15,000,000) (the "“L/C Sublimit"”) and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, but may contain provisions for automatic renewal thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders with Revolving Loan Commitments shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the date set forth in clause (a) of the definition of Commitment Termination Date; provided, however, that subject . Notwithstanding anything to the remaining contrary contained herein, (A) GE Capital or any Subsidiary thereof, as L/C Issuer, may elect only to issue Letters of Credit in its own name and may only issue Letters of Credit to the extent permitted by law, and such Letters of Credit may not be accepted by certain beneficiaries such as insurance companies and (B) outstanding Letters of Credit issued under the Prior Credit Agreement shall remain outstanding in accordance with the terms of this Agreement, a hereof but should any such Letter of Credit may have an expiry date that is later than 5 Business Days prior need to the Commitment Termination Date (andbe replaced or renewed, any such new Letter of Credit issued hereunder shall be subject to clause (A) above. If (i) any Revolving Lender is a Non-Funding Lender or Agent determines that any of the terms hereof, Agent Revolving Lenders is an Impacted Lender and Lenders shall be obligated to incur (ii) the reallocation of that Non-Funding Lender’s or Impacted Lender’s Letter of Credit Obligations in respect thereofto the other Revolving Lenders would reasonably be expected to cause the Letter of Credit Obligations and Revolving Loans of any Revolving Lender to exceed its Revolving Loan Commitment (an “Affected L/C Issuer”), taking into account the amount of outstanding Revolving Loans and expected advances of Revolving Loans as determined by Agent, then no Affected L/C Issuer shall have a duty to issue or renew any Letter of Credit unless the Non-Funding Lender or Impacted Lender has been replaced, the Letter of Credit Obligations have been cash collateralized, or purchase risk participations therein, as applicable) so long as Borrower shall the Revolving Loan Commitment of the other Revolving Lenders have deposited with Agent Cash Equivalents (as defined below) in been increased by an amount equal sufficient to one hundred five percent (105%) satisfy Agent that all future Letter of the maximum amount then available to Credit Obligations will be drawn thereunder and in accordance with the provisions of paragraph (c) belowcovered by all Revolving Lenders who are not Non-Funding Lenders or Impacted Lenders.
Appears in 1 contract
Issuance. (i) Subject to the terms and conditions of the this Agreement, the Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Maturity Date, upon the request of the Administrative Borrower and for a Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital (i) Agent (or an Affiliate thereof), (ii) a Subsidiary thereof Revolving Lender (or an Affiliate thereof) selected by or acceptable to the Agent or (iii) a bank or other legally authorized Person selected by or acceptable to the Agent in its sole discretion and guaranteed by the Agent (eacha "Letter of Credit Guaranty") (each of (i) through (iii), an "L/C IssuerIssuing Bank") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below). The aggregate amount of all such --------------------------- ------------- Letter of Credit Obligations shall not at any time exceed the least of (iA) FIVE MILLION ($5,000,000 5,000,000) DOLLARS (the "L/C Letter of Credit Sublimit") ), and (iiB) the Maximum Amount aggregate Revolving Commitments less the aggregate outstanding principal -------------------------- balance of the Revolving Credit Advances Loans and the Swing Line LoanSwingline Loans, and (iiiC) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Loans, Overadvances, Protective Advances and the Swing Line LoanSwingline Loans. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Maturity Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Two Million Dollars ($5,000,000 2,000,000) (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Samples: Credit Agreement (Coyne International Enterprises Corp)
Issuance. Subject to the terms and conditions of the Agreement, -------- Agent and Lenders agree agrees to incur, incur from time to time prior to the Commitment Termination Datetime, upon the request of Borrower on behalf of Borrower and for Borrower's account, Letter of Credit Obligations and Eligible Trade L/C Obligations by causing Letters of Credit and Eligible Trade L/Cs to be issued on terms acceptable to Agent and by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion and Borrower (each, an "L/C Issuer") for ---------- Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The -------- ------- aggregate amount of the sum of all such Letter of Credit Obligations plus ---- Eligible Trade L/C Obligations shall not at any time exceed the least lesser of (i) Eighty-Five Million Dollars ($5,000,000 85,000,000) (the "L/C Sublimit") and ), or (ii) the ------------ Maximum Amount less the aggregate outstanding principal balance of the Revolving ---- Credit Advances and Advances; provided further that Letter of Credit Obligations plus 35% of -------- ------- Eligible Trade L/C Obligations during the Swing Line Loan, and (iii) period of September 1 through October 31 of each year or 40% of Eligible Trade L/C Obligations at all other times shall not exceed the Borrowing Base less the aggregate outstanding principal balance of the ---- Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit Obligation or Eligible Trade L/C Obligation shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by and Agent and the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any no obligation to incur Letter of Credit Obligations or Eligible Trade L/C Obligations in respect of, or purchase risk participations in, of any Letter of Credit or Eligible Trade L/C having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject . The Borrower may request to change the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (andLC Issuer, subject to the terms hereofconsent by Agent, Agent and Lenders which consent shall not be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowunreasonably withheld.
Appears in 1 contract
Issuance. Subject to the terms and conditions hereof and of the AgreementLOC Documents, Agent if any, during the Commitment Period the Issuing Lender shall issue, and the Revolving Lenders agree to incurshall participate in, standby Letters of Credit for the account of the Borrower from time to time prior upon request in a form reasonably acceptable to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by AgentIssuing Lender; provided, however, that if (i) the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit LOC Obligations shall not at any time exceed the least of FIVE MILLION DOLLARS (i$5,000,000) $5,000,000 (the "L/C Sublimit") and “LOC Committed Amount”), (ii) the Maximum Amount less the aggregate outstanding principal balance of Aggregate Revolving Exposure shall not at any time exceed the Revolving Credit Advances and the Swing Line LoanCommitted Amount then in effect, and (iii) the Borrowing Base less the aggregate outstanding principal balance all Letters of Credit shall be denominated in Dollars and (iv) Letters of Credit shall be issued for any lawful corporate purposes and shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs. Except as otherwise expressly agreed in writing by all the Revolving Credit Advances and the Swing Line Loan. No such Lenders, no Letter of Credit shall have an original expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following twelve (12) months from the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Dateissuance; provided, however, that so long as no Default or Event of Default has occurred and is continuing and subject to the remaining other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Revolver Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. Xxxxx Fargo shall be the Issuing Lender on all Letters of Credit issued after the Closing Date. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and to be subject to and governed by the terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Samples: Credit Agreement (Ezcorp Inc)
Issuance. Subject to the terms and conditions of the Agreement, Agent -------- and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer")) for such Borrower's account and guaranteed ---------- by Agent, on behalf of Lenders; provided, provided that if the L/C Issuer is a Lender, -------- then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter ----------------- of Credit Obligations shall not not, at any time time, exceed the least of (i) $5,000,000 350,000,000 (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding ------------ ---- principal balance of the Revolving Credit Advances and the Swing Line Loan, Loan and (iii) the Borrowing Base plus the product of (A) the L/C Advance Rate multiplied ---- ---------- by (B) the aggregate outstanding Letter of Credit Obligations incurred in respect of Trade Letters of Credit at such time less the aggregate outstanding ---- principal balance of the Revolving Credit Advances and the Swing Line Loan. Subject in all respects to the immediately preceding sentence, the aggregate amount of all Letters of Credit Obligations incurred in respect of (i) Trade Letters of Credit shall not, at any time, exceed $200,000,000 and (ii) Standby Letters of Credit shall not, at any time, exceed $200,000,000. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Samples: Assignment Agreement (Montgomery Ward Holding Corp)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by Agent or by Borrower Representative and acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Fifteen Million Dollars ($5,000,000 15,000,000) prior to the Acquisition Closing Date and Twenty-Five Million Dollars ($25,000,000) on and after the Acquisition Closing Date (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances, and (iii) the Aggregate Borrowing Base (adjusted as if no Letters of Credit are outstanding) less the aggregate outstanding principal balance of the Revolving Credit Advances. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loanto such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. (i) Subject to the terms and conditions of the Agreement, the Administrative Agent and the Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of the Borrower and for Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion either (each, x) an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer which is also a LenderLender hereunder, then in which case such Letters of Credit shall not be guaranteed by the Administrative Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all draws on such Letters of Credit issued shall be reimbursable by the Borrower in accordance with Section 2.11(c) below, or (y) an L/C Issuer which is not a Lender (a “Third-Party L/C Issuer”), in which case such Letters of Credit will be guaranteed by the written consent Administrative Agent and draws on such Letters of AgentCredit will be reimbursed by the Borrower pursuant to Section 2.11(c) below, as more fully described in paragraph and if the Borrower fails to do so, by the Administrative Agent pursuant to the terms of a guaranty by the Administrative Agent (b)(iithe “L/C Guaranty”) and any payment by the Administrative Agent pursuant to the applicable L/C Guaranty shall be repaid by the Borrower pursuant to the terms of Section 2.11(c) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) $5,000,000 (the "L/C Sublimit") , and (ii) the Maximum Amount less excess (if any) of (1) the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base, over (2) the aggregate outstanding principal balance amount of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, thereof unless otherwise determined by the Agent, Administrative Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither the Administrative Agent nor Lenders any Lender shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Samples: Funding Agreement (RBS Global Inc)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree Fronting Lender agrees to incur, or purchase participations in, from time to time prior to the Commitment Termination Date, upon the request of European Borrower and Representatives for Borrower's European Borrowers’ account, European Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to European Loan Agent in its sole discretion (each, an "" European L/C IssuerIssuer ") for a European Borrower's ’s account and guaranteed by AgentFronting Lender; providedprovided , that if the European L/C Issuer is a Fronting Lender, then such Letters of Credit shall not be guaranteed by Agent Fronting Lender but rather each Lender European Revolving Loan Participant shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of AgentFronting Lender, as more fully described in paragraph (b)(ii) below. The aggregate amount in Dollar Equivalents of all such European Letter of Credit Obligations shall not at any time exceed the least of (i) the Dollar Equivalent of (i) EIGHT MILLION DOLLARS ($5,000,000 8,000,000) (the "" European L/C SublimitSublimit ") and (ii) the European Maximum Amount less the aggregate outstanding principal balance in Dollar Equivalents of the European Revolving Credit Advances and the Swing Line LoanAdvances, and (iii) the European Borrowing Base less the Dollar Equivalent of the aggregate outstanding principal balance of the European Revolving Credit Advances and the Swing Line LoanAdvances. No such European Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one (1) year following the date of the issuance thereof, unless otherwise determined agreed by the AgentFronting Lender, in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Lenders Fronting Lender shall not be under any obligation to incur European Letter of Credit Obligations in respect of, or purchase risk participations in, any European Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Samples: Credit Agreement (Fibermark Inc)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C IssuerISSUER")) for Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) One Million Dollars ($5,000,000 1,000,000) (the "L/C SublimitSUBLIMIT") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree agrees to incur, incur from time to time prior to the Commitment Termination Datetime, upon the request of Borrower on behalf of Borrower and for Borrower's account, Letter of Credit Obligations and Eligible Trade L/C Obligations by causing Letters of Credit and Eligible Trade L/Cs to be issued on terms acceptable to Agent and by GE Capital or Agent, a Subsidiary thereof subsidiary of Agent or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion and Borrower (each, an "L/C IssuerISSUER") for Borrower's account and guaranteed by Agent; providedPROVIDED, HOWEVER, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of the sum of all such Letter of Credit Obligations PLUS Eligible Trade L/C Obligations shall not at any time exceed the least lesser of (i) Eighty-Five Million Dollars ($5,000,000 85,000,000) (the "L/C SublimitSUBLIMIT") and ), or (ii) the Maximum Amount less LESS the aggregate outstanding principal balance of the Revolving Credit Advances and Advances; PROVIDED FURTHER that Letter of Credit Obligations plus 35% of Eligible Trade L/C Obligations during the Swing Line Loan, and (iii) period of September 1 through October 31 of each year or 40% of Eligible Trade L/C Obligations at all other times shall not exceed the Borrowing Base less LESS the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit Obligation or Eligible Trade L/C Obligation shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by and Agent and the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any no obligation to incur Letter of Credit Obligations or Eligible Trade L/C Obligations in respect of, or purchase risk participations in, of any Letter of Credit or Eligible Trade L/C having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject . The Borrower may request to change the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (andLC Issuer, subject to the terms hereofconsent by Agent, Agent and Lenders which consent shall not be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowunreasonably withheld.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the this Agreement, Agent and Lenders agree to incurincur (on a pro rata basis based on their respective Revolving Loan Commitment), from time to time prior to during the Commitment Termination DateBorrowing Period, upon the request of Borrower and for Borrower's accountBorrowers, Letter of Credit Obligations (defined below) by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person financial institution selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's Borrowers' account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) Twenty Million Dollars ($5,000,000 20,000,000.00) (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance Revolving Loan Commitment of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base all Lenders less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one (1) year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, thereof or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Maturity Date; provided, howeverunless otherwise approved by the Agent in its sole discretion. The letters of credit listed at the end of this Exhibit B (the "Fleet LCs") shall be deemed to be Letters of Credit. The parties to this Agreement shall cooperate, that subject using good faith efforts (including, without limitation, sending notices to the remaining terms beneficiaries of this Agreementthe Fleet LCs), a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) terminate in an amount equal to one hundred five percent (105%) of expeditious manner the maximum amount then available to be drawn thereunder and Fleet LCs in accordance with the provisions their respective terms and replace them with new Letters of paragraph (c) belowCredit issued pursuant to this Agreement.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion, except with respect to documentary letters of credit which shall be issued by GE Capital Finance, Ltd. in conjunction with a bank or other legally authorized institution acceptable to GE Capital Finance, Ltd., in its sole discretion (each, an "L/C Issuer")) for Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Ten Million Dollars ($5,000,000 10,000,000) (the "L/C Sublimit") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of European Borrower and for European Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C IssuerISSUER") for European Borrower's account and guaranteed by Agent; providedPROVIDED, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) TEN MILLION DOLLARS ($5,000,000 10,000,000) (the "L/C SublimitSUBLIMIT") and (ii) the European Maximum Amount less the aggregate outstanding principal balance of the European Revolving Credit Advances and the European Swing Line Loan. Furthermore, and (iii) the Borrowing Base less the aggregate outstanding amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed the aggregate principal balance of the European Revolving Credit Advances and the European Swing Line LoanLoan to European Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than the earlier of one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that which is later than 5 five (5) Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowDate.
Appears in 1 contract
Samples: Credit Agreement (Inverness Medical Innovations Inc)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from From time to time prior to from the Commitment Termination date of this Agreement until three months before the Maturity Date, upon at the request of Borrower and for any Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender Issuing Bank shall, subject to on any Business Day and on the terms and conditions hereinafter set forth, purchase (issue, increase, decrease, amend or be deemed to have purchased) risk participations in all such extend the expiration date of Letters of Credit issued with for the written consent account of Agentthe Borrowers (for the benefit of a Borrower or for the benefit of any of the other Subsidiaries of the Company). No Letter of Credit will be issued, as more fully described in paragraph increased or extended (b)(iii) below. The if such issuance, increase or extension would cause the Letter of Credit Exposure to exceed the lesser of (a) $125,000,000 or (b) an amount equal to the remainder of (1) the lesser of the Borrowing Base or the aggregate Commitments minus (2) the aggregate outstanding principal amount of all the Revolving Advances and Swingline Advances at such time; (ii) unless such Letter of Credit Obligations shall has an Expiration Date not at any time exceed later than the least earlier of (iA) $5,000,000 one year after the date of issuance thereof or (B) five days before the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and Maturity Date; (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No unless such Letter of Credit shall have an expiry date that is less than 5 Business Days prior in form and substance acceptable to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, respective Issuing Bank in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur ; (iv) unless such Letter of Credit Obligations in respect ofis a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person, or purchase risk participations in, any other than a Letter of Credit having an expiry date that is later issued in substitution of any letter of credit outstanding on the Effective Date and listed on Schedule 1.1(b); (v) unless the Borrower requesting such Letter of Credit has delivered to the respective Issuing Bank a completed and executed letter of credit application on such Issuing Bank's standard form, which shall contain terms no more restrictive than the Commitment Termination Dateterms of this Agreement; providedand (vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), however, that subject International Chamber of Commerce Publication No. 500 ("UCP") or any successor to the remaining UCP. If the terms of any letter of credit application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders of this Agreement shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowcontrol.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "“L/C Issuer"”) for Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Seven Million Dollars ($5,000,000 7,000,000) (the "“L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject The Borrowers, the Agent and the Lenders agree that the Existing Letters of Credit shall remain outstanding after the date hereof and shall constitute Secured Obligations hereunder. Each Lender shall be deemed to have purchased risk participations in such Existing Letters of Credit as more fully described in Section 3.2(b)(ii). In addition, after the Effective Date and subject to the terms and conditions of the Agreement, Agent and the Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower the Borrowers and for Borrower's the Borrowers' account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital Agent or a Subsidiary thereof an Affiliate thereof, or a bank or other legally authorized Person selected by or and acceptable to Agent in its sole discretion discretion, including Fleet National Bank as issuer of the Existing Letters of Credit (each, an "L/C IssuerIssuing Bank")) for Borrower's the Borrowers' account and guaranteed by Agent; provided, however, that if the L/C Issuer Issuing Bank is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(iiSection 3.2(b)(ii) below. The Agent and the Lenders shall have no obligation to incur Letter of Credit Obligations if, after giving effect to the issuance or guaranty by the Lenders of any requested Letter of Credit, (i) the aggregate amount of all such Letter of Credit Obligations shall not at any time outstanding would exceed the least Letter of (i) $5,000,000 (the "L/C Sublimit") and Credit Facility Amount or (ii) the Maximum Amount less the aggregate outstanding principal balance amount of the all Revolving Credit Advances and Loans outstanding would exceed the Swing Line Loan, and Borrowing Base or (iii) if no Revolving Credit Loans are outstanding, the aggregate amount of the Letter of Credit Obligations outstanding would exceed the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanBase. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor the Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 five (5) Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowDate.
Appears in 1 contract
Samples: Loan and Security Agreement (Tropical Sportswear International Corp)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of either Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C IssuerISSUER")) for such Borrower's account in Canadian Dollars or US Dollars and guaranteed by Agent; provided, however, that if the L/C Issuer is a Revolving Lender, then such Letters the Letter of Credit issued by such Revolving Lender shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii2)(b) below. The aggregate amount US Dollar Amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) $5,000,000 Ten Million US Dollars (US$10,000,000) (the "L/C SublimitSUBLIMIT") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Moreover, the aggregate amount of any Letter of Credit Obligations incurred on behalf of either Borrower shall not at any time exceed the Aggregate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to both Borrowers. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Samples: Credit Agreement (Hockey Co)
Issuance. Subject to the terms and conditions of the this Agreement, Agent and Lenders agree agrees to incur, incur from time to time prior to the Commitment Termination Datetime, upon the request of Borrower on behalf of Borrower and for Borrower's ’s account, Letter of Credit Obligations and Eligible Trade L/C Obligations by causing Letters of Credit and Eligible Trade L/Cs to be issued on terms acceptable to Agent and by GE Capital or Agent, a Subsidiary thereof subsidiary of Agent or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion and Borrower (each, an "“L/C Issuer"”) for Borrower's ’s account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of the sum of all such Letter of Credit Obligations plus Eligible Trade L/C Obligations shall not at any time exceed the least lesser of (i) Seventy-Five Million Dollars ($5,000,000 75,000,000) (the "“L/C Sublimit") and ”), or (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) Advances; provided further that Letter of Credit Obligations plus Eligible Trade L/C Obligations shall not exceed the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit Obligation or Eligible Trade L/C Obligation shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by and Agent and the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any no obligation to incur Letter of Credit Obligations or Eligible Trade L/C Obligations in respect of, or purchase risk participations in, of any Letter of Credit or Eligible Trade L/C having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject . The Borrower may request to change the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (andLC Issuer, subject to the terms hereofconsent by Agent, Agent and Lenders which consent shall not be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowunreasonably withheld.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer")) for such Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Two Million Dollars ($5,000,000 2,000,000) (the "L/C Sublimit") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the this Agreement, Funding Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of Borrowers’ and for Borrower's Borrowers’ account, Letter of Credit Obligations by causing with respect to Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each for Borrowers’ account. Each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Funding Agent, as more fully described in paragraph (b)(ii) belowSection 2.2(b)(ii). The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) $5,000,000 75,000,000 (the "“L/C Sublimit") and ”), (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less Availability. No such Letter of Credit Obligations may be incurred at any time the aggregate outstanding principal balance amount of the Revolving Credit Advances Loans and the Swing Line LoanLoans equals $150,000,000 unless Available Liquid Cash shall have been reduced to zero prior to such incurrence. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, but may contain provisions for automatic renewal thereof for periods not in excess of one (1) year, unless otherwise reasonably determined by the AgentFunding Agent and L/C Issuer, in its their respective sole discretion, and neither Funding Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the 5th day prior to the date set forth in clause (a) of the definition of Commitment Termination Date; provided, however, further that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry may, upon the request of the applicable Borrower, be renewed for a period beyond the date that is later than 5 five Business Days prior to the Commitment Termination Date (and, maturity date thereof if such Letter of Credit has become subject to cash collateralization (at 105% of the terms hereofface value of such Letter of Credit) or other arrangements, in each case reasonably satisfactory to Funding Agent and the L/C Issuer, and the L/C Issuer has released the Lenders shall be obligated in writing from their participation obligations with respect to incur such Letter of Credit. Notwithstanding anything to the contrary contained herein, any L/C Issuer may only issue Letters of Credit to the extent permitted by applicable law. If (i) any Lender is a Non-Funding Lender or Agent determines that any of the Lenders is an Impacted Lender and (ii) the reallocation of that Non-Funding Lender’s or Impacted Lender’s Letter of Credit Obligations in respect thereofto the other Lenders would reasonably be expected to cause the Letter of Credit Obligations and Loans of any Lender to exceed its Commitment (an “Affected L/C Issuer”), taking into account the amount of outstanding Revolving Loans, then no Affected L/C Issuer shall issue or renew any Letters of Credit unless the Non-Funding or Impacted Lender has been replaced, the Letter of Credit Obligations have been cash collateralized, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) the Commitment of the maximum amount then available to be drawn thereunder and other Lenders has been increased in accordance with Section 12.2(c) by an amount sufficient to satisfy Agent that all additional Letter of Credit Obligations will be covered by all Lenders who are not Non-Funding Lenders or Impacted Lenders. Each Letter of Credit will be denominated in Dollars or an Alternate Currency, at the provisions request of paragraph (c) belowBorrowers.
Appears in 1 contract
Issuance. Subject to the terms and conditions hereof, Administrative Agent agrees, for the ratable risk of the Agreementeach Revolving Lender according to its Pro Rata Share, Agent and Lenders agree to incurprovide for or arrange for, from time to time prior to the Revolving Loan Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Administrative Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Administrative Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Administrative Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Administrative Agent, as more fully described in paragraph (b)(iiSection 2.2(b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) (x) until the second anniversary following the Closing Date, Thirty Million Dollars ($5,000,000 30,000,000) and (y) thereafter, Fifty Million Dollars ($50,000,000) (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loanto such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Administrative Agent, in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Administrative Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the fifth Business Day that is prior to the Revolving Loan Commitment Termination Date; provided. In addition, however, that subject in no event shall Administrative Agent have any obligation to the remaining terms of this Agreement, a provide or arrange for any Letter of Credit may have an expiry date if any order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, or any law, rule or regulation applicable to money center banks generally or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur proposed L/C Issuer of such Letter of Credit Obligations in respect thereofrefrain from, the issuance of letters of credit generally or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) the issuance of the maximum amount then available to be drawn thereunder and in accordance with the provisions such Letters of paragraph (c) belowCredit.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, -------- Administrative Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit L/C Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Administrative Agent in its sole discretion (each, an "L/C Issuer")) for such Borrower's account and ---------- guaranteed by Administrative Agent; provided, that if that, with respect to any Letter -------- of Credit as to which the L/C Issuer is a Lender (an "L/C Issuing Lender"), then such Letters ------------------ Letter of Credit shall not be guaranteed by Administrative Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters Letter of Credit issued with the written consent of Agent, as more fully described provided in paragraph PARAGRAPH (b)(ii) below. The aggregate amount of all such Letter of Credit L/C Obligations shall not at any time exceed the least lesser of (i) Ten Million Dollars ($5,000,000 10,000,000), as such amount may be reduced from time to time pursuant to SECTION 1.3 (the "L/C Sublimit") ), and (ii) the Maximum Amount less the aggregate ------------ outstanding principal balance of the Revolving Credit Advances and (provided, that, -------- at the Swing Line Loantime of, and (iii) after taking into account, the Borrowing Base less incurrence of any L/C Obligations, Borrowers shall be in compliance with the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAvailability Limitation. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Administrative Agent nor Lenders shall be under any obligation to incur Letter of Credit L/C Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "“L/C Issuer"”) for such Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Fifteen Million Dollars ($5,000,000 15,000,000) (the "“L/C Sublimit"”) and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Advances. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of (x) the OHI Borrowers shall not at any time exceed the OHI Borrowing Base less the aggregate principal balance of the Advances to the OHI Borrowers, and (y) SMC shall not exceed the Swing Line Loanbalance of the SMC Borrowing Base less the aggregate principal balance of the Advances to SMC. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereofthereof (provided, however, that a Letter of Credit may provide for automatic renewals (if notice of termination is not given by the Borrower representative within a specified time period) of such Letter of Credit for additional one year periods through the Commitment Termination Date), unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C IssuerISSUER")) for such Borrower's account and guaranteed by Agent; providedPROVIDED, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph PARAGRAPH (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) One Million Dollars ($5,000,000 1,000,000) (the "L/C SublimitSUBLIMIT") and ), (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less LESS the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Samples: Credit Agreement (Track N Trail Inc)
Issuance. Subject to the terms and conditions of the Agreement, Administrative Agent and U.S. Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of U.S. Borrower and for U.S. Borrower's ’s account, U.S. Letter of Credit Obligations by causing U.S. Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Administrative Agent in its sole discretion (each, an "a " U.S. L/C IssuerIssuer ") for U.S. Borrower's ’s account and guaranteed by Administrative Agent; providedprovided , that if the L/C Issuer is a U.S. Revolving Lender, then such U.S. Letters of Credit shall not be guaranteed by Administrative Agent but rather each U.S. Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such U.S. Letters of Credit issued with the written consent of Administrative Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such U.S. Letter of Credit Obligations shall not at any time exceed the least of (i) TWELVE MILLION DOLLARS ($5,000,000 12,000,000) (the "" U.S. L/C SublimitSublimit ") and (ii) the U.S. Maximum Amount less the aggregate outstanding principal balance of the U.S. Revolving Credit Advances and the Swing Line Loan, and (iii) the U.S. Borrowing Base less the aggregate outstanding principal balance of the U.S. Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one (1) year following the date of issuance thereof, unless otherwise determined by the Administrative Agent, in its sole discretion, and neither Administrative Agent nor U.S. Revolving Lenders shall be under any obligation to incur U.S. Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Samples: Credit Agreement (Fibermark Inc)
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer")) for such Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Ten Million ($5,000,000 10,000,000) (the "L/C Sublimit") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. Except for two IRB Letters of Credit outstanding on the Closing Date that have an Expiry Date of April 1, 1998, no such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "“L/C Issuer"”) for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) One Million Dollars and No/100 ($5,000,000 1,000,000) (the "“L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject . Notwithstanding anything else to the remaining terms of this Agreementcontrary herein, if any Lender is a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (andNon-Funding Lender or Impacted Lender, subject to the terms hereof, Agent and Lenders no L/C Issuer shall be obligated to incur Issue any Letter of Credit unless (w) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 1.16(d), (x) the Letter of Credit Obligations in respect thereofof such Non-Funding Lender or Impacted Lender have been cash collateralized, (y) the Revolving Loan Commitments of the other Lenders have been increased by an amount sufficient to satisfy Agent that all future Letter of Credit Obligations will be covered by all Revolving Lenders that are not Non-Funding Lenders or Impacted Lenders, or purchase risk participations therein(z) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Revolving Lenders in a manner consistent with Section 9.9(d)(ii). Furthermore, GE Capital as applicable) so long an L/C Issuer may elect only to issue Letters of Credit in its own name and may only issue Letters of Credit to the extent permitted by Requirements of Law, and such Letters of Credit may not be accepted by certain beneficiaries such as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowinsurance companies.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the this Agreement, Funding Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of Borrowers’ and for Borrower's Borrowers’ account, Letter of Credit Obligations by causing with respect to Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each for Borrowers’ account. Each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Funding Agent, as more fully described in paragraph (b)(ii) belowSection 2.2(b)(ii). The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) $5,000,000 75,000,000 (the "“L/C Sublimit") and ”), (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAvailability. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, but may contain provisions for automatic renewal thereof for periods not in excess of one (1) year, unless otherwise reasonably determined by the AgentFunding Agent and L/C Issuer, in its their respective sole discretion, and neither Funding Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the 5th day prior to the date set forth in clause (a) of the definition of Commitment Termination Date; provided, however, further that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry may, upon the request of the applicable Borrower, be renewed for a period beyond the date that is later than 5 five Business Days prior to the Commitment Termination Date (and, maturity date thereof if such Letter of Credit has become subject to cash collateralization (at 105% of the terms hereofface value of such Letter of Credit) or other arrangements, in each case reasonably satisfactory to Funding Agent and the L/C Issuer, and the L/C Issuer has released the Lenders shall be obligated in writing from their participation obligations with respect to incur such Letter of Credit. Notwithstanding anything to the contrary contained herein, any L/C Issuer may only issue Letters of Credit to the extent permitted by applicable law. If (i) any Lender is a Non-Funding Lender or Agent determines that any of the Lenders is an Impacted Lender and (ii) the reallocation of that Non-Funding Lender’s or Impacted Lender’s Letter of Credit Obligations in respect thereofto the other Lenders would reasonably be expected to cause the Letter of Credit Obligations and Loans of any Lender to exceed its Commitment (an “Affected L/C Issuer”), taking into account the amount of outstanding Revolving Loans, then no Affected L/C Issuer shall issue or renew any Letters of Credit unless the Non-Funding or Impacted Lender has been replaced, the Letter of Credit Obligations have been cash collateralized, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) the Commitment of the maximum amount then available to be drawn thereunder and other Lenders has been increased in accordance with Section 12.2(c) by an amount sufficient to satisfy Agent that all additional Letter of Credit Obligations will be covered by all Lenders who are not Non-Funding Lenders or Impacted Lenders. Each Letter of Credit will be denominated in Dollars or an Alternate Currency, at the provisions request of paragraph (c) belowBorrowers.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, -------- Administrative Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank Lender or other legally authorized Person selected by or acceptable to Administrative Agent in its sole discretion (each, an "L/C Issuer")) for such Borrower's ---------- account and guaranteed by Administrative Agent; provided, however, that if the -------- ------- L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Administrative Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Administrative Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) Twenty Million Dollars ($5,000,000 20,000,000) (the "L/C --- Sublimit") ), and (ii) the Maximum Amount less the aggregate outstanding principal -------- ---- balance of the Revolving Credit Advances and the Swing Line Loan; provided, -------- however, that the sum of 35% of the Eligible Trade L/Cs Obligations and (iii) 100% of ------- such other Letter of Credit Obligations shall not exceed the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit ---- Advances and the Swing Line LoanLoan (the determination of availability described in this sentence is herein referred to as the "L/C Availability"). Furthermore, ---------------- the sum of 35% of the Eligible Trade L/C Obligations and 100% aggregate amount of all other Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the ---- aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than (i) if such Letter of Credit is a documentary Letter of Credit, six months following the date of issuance thereof or such longer period with the consent of Agents or (ii) any other Letter of Credit, one year following the date of issuance thereof, unless otherwise determined by and in no event shall the Agent, in its sole discretion, and neither Agent nor Agents or Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days 30 days prior to the Commitment Termination Date. Subject to satisfaction of the conditions set forth in Section 2, on the Closing Date (and, subject to --------- the terms hereof, Agent and Lenders L/C Issuer shall be obligated to incur issue a Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) favor of the maximum amount then available issuer under the Prior Credit Agreement to be drawn thereunder and in accordance with secure the provisions letters of paragraph credit on Disclosure Schedule ------------------- (cB-1) below.(such letters of credit being herein referred to as the "Existing Letters ----- ---------------- of Credit"). ---------
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital BankBoston, N.A. or a Subsidiary thereof or a bank or other another legally authorized Person selected by or acceptable to Agent Agents in its their sole discretion (each, an "L/C IssuerISSUER")) for such Borrower's account and guaranteed by Agent; providedPROVIDED, HOWEVER, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Ten Million Dollars ($5,000,000 10,000,000) (the "L/C SublimitSUBLIMIT") ), and (ii) the Maximum Amount less LESS the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less LESS the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base LESS the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days fourteen (14) days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowDate.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the this Agreement, Agent and Lenders agree to incurthe Revolving Loan Commitment may be used, from time to time prior to the Revolving Loan Commitment Termination Date, upon the request of Borrower and for Borrower's ’s account, for the incurrence of Letter of Credit Obligations Obligations, by causing Administrative Agent causing, whether through the issuance by Administrative Agent or any of its Affiliates of support agreements, reimbursement agreements, guarantees or otherwise, Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected designated by Administrative Agent (which Person may be Administrative Agent or an Affiliate thereof) and reasonably acceptable to Agent in its sole discretion Borrower (each, an "“L/C Issuer"”)) for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each ’s account. Each Revolving Lender shall, subject to the terms and conditions hereinafter set forthforth and based upon its Pro Rata Share relating to the Revolving Loan, purchase (or and be deemed to have purchased) risk participations in all such Letters of Credit issued Obligations incurred with the written consent of Administrative Agent, as more fully described in paragraph (b)(iiSection 2.2(b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) $5,000,000 500,000 (the "“L/C Sublimit"”) and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof (or, in the case of any renewal or extension thereof, unless otherwise determined by the Agent, in its sole discretionone year after such renewal or extension), and neither Agent nor Lenders no Revolving Lender shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that (either upon its initial issuance or after giving effect to any renewal or extension thereof) which is later than five (5) days prior to the Revolving Loan Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree agrees to incur, incur from time to time prior to the Commitment Termination Datetime, upon the request of Borrower on behalf of Borrower and for Borrower's account, Letter of Credit Obligations and Eligible Trade L/C Obligations by causing Letters of Credit and Eligible Trade L/Cs to be issued on terms acceptable to Agent and by GE Capital or Agent, a Subsidiary thereof subsidiary of Agent or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion and Borrower (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of the sum of all such Letter of Credit Obligations plus Eligible Trade L/C Obligations shall not at any time exceed the least lesser of (i) Eighty-Five Million Dollars ($5,000,000 85,000,000) (the "L/C Sublimit") and ), or (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances Advances; provided further that Letter of Credit Obligations plus 30% of the Eligible Trade L/C Obligations for the Fiscal Months of August and September of each year, 35% of the Swing Line LoanEligible Trade L/C Obligations for the Fiscal Months of July and October of each year or 40% of the Eligible Trade L/C Obligations at all other times, and (iii) as applicable, shall not exceed the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit Obligation or Eligible Trade L/C Obligation shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by and Agent and the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any no obligation to incur Letter of Credit Obligations or Eligible Trade L/C Obligations in respect of, or purchase risk participations in, of any Letter of Credit or Eligible Trade L/C having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject . The Borrower may request to change the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (andLC Issuer, subject to the terms hereofconsent by Agent, Agent and Lenders which consent shall not be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowunreasonably withheld.
Appears in 1 contract
Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Seven Million Dollars ($5,000,000 7,000,000) (the "L/C Sublimit") and (ii) the Maximum Amount Borrowing Availability at such time. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanLoan to such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.
Appears in 1 contract