Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.
Appears in 6 contracts
Samples: Business Loan and Security Agreement (Vse Corp), Business Loan and Security Agreement (Vse Corp), Business Loan and Security Agreement (Vse Corp)
Issuance. The Borrowers Each LC Issuer hereby agrees, on the terms and the Lenders acknowledge that conditions set forth in this Agreement, to issue standby and commercial letters of credit denominated in Dollars (each such letter of credit, together with each Existing Letter of Credit, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the Borrowers date of this Agreement and prior to the Revolving Credit Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (x) the LC Obligations shall not exceed the LC Sublimit, (y) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (z) the aggregate amount of LC Obligations of any LC Issuer at any time shall not exceed such LC Issuer’s LC Issuer Commitment, unless otherwise expressly agreed by such LC Issuer. No Facility LC shall have an expiry date later than one year after its issuance; provided that any Facility LC with a one-year tenor may request provide for the renewal thereof for additional one-year periods. If one or more Facility LCs are outstanding on the fifth (5th) Business Day prior to the Revolving Commitment Termination Date, the Borrower shall Cash Collateralize pursuant to Section 2.20.11 all LC Obligations outstanding at such time plus related fees and expenses with respect to such Facility LCs. If any Facility LC contains a provision pursuant to which it is deemed to be automatically renewed unless notice of termination is given by the applicable LC Issuer with respect to such Facility LC, such LC Issuer shall timely give notice of termination if as of the close of business on the seventeenth (17th) day prior to the last day upon which such LC Issuer’s notice of termination may be given to the beneficiaries of such Facility LC, such LC Issuer has received a notice of termination from the Borrower or a notice from the Agent that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters Facility LC in its revised form (as extended) under the terms hereof (by reason of credit, provided that no Event Section 4.2 or otherwise) have not been satisfied. As of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC IssuerClosing Date, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Existing Letters of Credit shall not be issued constitute, for durations all purposes of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent this Agreement and the other Loan Documents, a Facility LC Issuer; (b) no Event of Default exists under the terms issued and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityhereunder.
Appears in 4 contracts
Samples: Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp.)
Issuance. The Borrowers LC Issuers hereby agree, on the terms and the Lenders acknowledge that conditions set forth in this Agreement, to issue commercial and standby Letters of Credit in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the Borrowers may Closing Date and prior to the Maturity Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (a) the aggregate amount of the outstanding LC Obligations shall not exceed the Facility LC Sublimit and (b) the Dollar Amount of the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Maturity Date (unless at the time of issuance or Modification of such Facility LC, such Facility LC has been cash collateralized to the reasonable satisfaction of the applicable LC Issuer issue in accordance with the procedures set forth in Section 2.24.11) and (y) one year after its issuance or amend Letter(sModification; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which shall in no event extend beyond the date referred to in clause (x) of Creditabove). Subject All Existing Facility LCs shall be deemed to have been issued pursuant to this Agreement and from and after the Closing Date shall be subject to and governed by the terms and conditions of this Agreementhereof. Notwithstanding anything herein to the contrary, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation hereunder to issue issue, and shall not issue, any Letter Facility LC the proceeds of Credit that has an expiration date beyond which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the date which time of such funding, is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal subject of any such Letter Sanctions or (ii) in any manner that would result in a violation of Credit, cash security therefor in an amount equal any Sanctions by any party to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.
Appears in 4 contracts
Samples: Credit Agreement (Patterson Companies, Inc.), Credit Agreement (Patterson Companies, Inc.), Credit Agreement (Patterson Companies, Inc.)
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue stock certificate or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements certificates for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit Warrant Shares so delivered shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application in such denominations as may be specified in such notice and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter registered in the name of Credit Application such Holder or such other name or names as shall be executed by a duly authorized officer of a Borrower, and be accompanied by designated in such other supporting documentation and information as the Administrative Agent notice. Such stock certificate or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application certificates shall be deemed to govern the terms have been issued and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of issuance record of the subject Letter of Creditsuch shares, except including to the extent inconsistent permitted by law the right to vote such shares or to consent or to receive notice as a stockholder, as of the time such notice and payment is received by the Company as aforesaid. If less than all of the Warrants evidenced by this Warrant Certificate shall have been exercised or any Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said stock certificate or certificates, execute and deliver to such Holder a new Warrant Certificate, dated the Date of Issuance, evidencing the balance of the Warrants (and/or portion of Warrants) held by such Holder following such partial exercise and the rights of such Holder to purchase the remaining Stock Units called for by this Warrant Certificate, which new Warrant Certificate shall in all other respects be identical with this Warrant Certificate, or, at the terms request of such Holder, appropriate notation may be made on this AgreementWarrant Certificate and the same returned to such Holder. Letters All shares of Credit Stock issuable upon the exercise of the Warrants evidenced hereby shall, upon payment therefor in accordance herewith, be duly and validly issued, fully paid and nonassessable and free and clear of any Liens. The Company shall not issue fractional shares of Stock upon any exercise of the Warrants evidenced by this Warrant Certificate. Notwithstanding anything herein to the contrary, the Company shall not be issued for durations obligated to issue any shares of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers Stock to the Administrative Agent and extent such issuance is otherwise prohibited by law, including federal or state securities law, but the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior Company shall use all best efforts to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of effect such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityissuance.
Appears in 3 contracts
Samples: Warrant Agreement (Lamonts Apparel Inc), Warrant Agreement (Lamonts Apparel Inc), Warrant Agreement (Lamonts Apparel Inc)
Issuance. The Borrowers and the Lenders acknowledge that from If at any time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond after the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter Warrants and before 5:00 p.m., Central Standard time, on the Expiration Date the Company shall (i) issue any shares of CreditCommon Stock (other than shares issued upon exercise of the Warrants or shares of Common Stock that may be issued pursuant to any option, except rights or warrants outstanding as of the date hereof) without consideration or at a price per share less than the Closing Price (as defined in Section 13(f) hereof) immediately prior to such issuance, or (ii) issue options, rights or warrants to subscribe for or purchase Common Stock (or securities convertible into Common Stock) without consideration or at a price per share (or having a conversion price per share, if a security convertible into Common Stock) less than the Closing Price immediately prior to such issuance, the Exercise Price to be in effect after the date of such issuance shall be determined by multiplying the Exercise Price in effect immediately prior to such distribution or issuance by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding on the date of such issuance plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so to be issued or to be offered for subscription or purchase (or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Closing Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding on the date of such issuance plus the number of additional shares of Common Stock to be issued or to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that the provisions of this subsection (c) shall not apply to any issuance of Common Stock upon exercise of any Warrants. There shall be added to such subscription price and included in the amount thereof for the purpose of making the above calculation the price paid to the extent inconsistent Company for any rights or warrants to subscribe for or purchase, or for any securities convertible into, Common Stock which are exercised or converted in connection with an issuance of Common Stock under this subsection (c). In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the terms value of this Agreementsuch consideration shall be determined in good faith by the Board of Directors of the Company. Letters Shares of Credit Common Stock owned by or held for the account of the Company or any majority-owned subsidiary shall not be issued deemed outstanding for durations the purpose of longer than one (1any such computation. An adjustment made pursuant to this Section 13(c) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers become effective retroactively to the Administrative Agent and time immediately after the LC Issuer; date such issuance is fixed (b) no Event which date of Default exists under issuance shall be the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) record date if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security a record date therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityfixed).
Appears in 3 contracts
Samples: Warrant Agreement (Amvestors Financial Corp), Warrant Agreement (Amerus Life Holdings Inc), Warrant Agreement (Amerus Life Holdings Inc)
Issuance. The Borrowers and the Lenders acknowledge that from time Equity Contracts issued pursuant to time the Borrowers may request that the LC Issuer issue this Agreement shall be either (i) Commonly Registered Equity Contracts, which shall be issued together with a Debenture as a unit, or amend Letter(s(ii) Collateralized Equity Contracts. Each Commonly Registered Equity Contract originally issued pursuant to this Agreement shall represent an aggregate purchase obligation for shares of Credit. Subject Common Stock equal to the terms and conditions principal amount of this Agreement, and any other requirements for letters the Debenture with which it shall be issued as a unit. Collateralized Equity Contracts shall be issued in accordance with Article VII. A Commonly Registered Equity Contract issued with a Commonly Registered Debenture as a unit shall be registered in the name of credit normally and customarily imposed by the LC Issuer, Obligor thereunder who shall be the LC Issuer agrees to issue registered owner of the Commonly Registered Debenture with which it shall be issued. No such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice Commonly Registered Equity Contract or the passage Commonly Registered Debenture included in the same unit shall be delivered to the Obligor under such Commonly Registered Equity Contract unless such Obligor or the duly authorized agent of timesuch Obligor shall have completed, or both, would constitute executed and delivered to the Equity Contract Agent an Event of Default. If any such Letter(s) of Credit are issued by acceptance agreement substantially in the LC Issuer, each form of the Revolving Facility Lenders shall purchase from Acceptance set forth in Exhibit A to this Agreement (or other written acceptance agreement satisfactory to the LC Issuer a risk participation Corporation) in the manner contemplated thereby. The term "Corresponding Commonly Registered Debenture," when used with respect to such Letter(s) of Credit in an amount equal any Commonly Registered Equity Contract, shall mean the Commonly Registered Debenture which refers by letters and numbers to such Revolving Facility Lender’s Percentage Commonly Registered Equity Contract on the face thereof. The term "Corresponding Commonly Registered Equity Contract," when used with respect to any Commonly Registered Debenture, shall mean the Commonly Registered Equity Contract referred to on the face of such Commonly Registered Debenture. No Collateralized Equity Contract shall be delivered to the Obligor under such Collateralized Equity Contract unless such Obligor or the duly authorized agent of such Obligor shall have completed, executed and delivered to the Equity Contract Agent a collateral agreement substantially in the form of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation Collateral Agreement set forth in Exhibit A to issue any Letter of Credit that has an expiration date beyond the date which is three this Agreement (3) Business Days prior or other written collateral agreement satisfactory to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal Corporation) and delivered to the face amount of Contract Agent the Letter of Credit. Any request for a Letter of Credit shall collateral required to be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by delivered under such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilitycollateral agreement.
Appears in 2 contracts
Samples: Equity Contract Agency Agreement (First Shares Bancorp Inc), Equity Contract Agency Agreement (First Shares Bancorp Inc)
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer Citizens Bank issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC IssuerCitizens Bank, the LC Issuer Citizens Bank agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC IssuerCitizens Bank, each of the Revolving Facility Lenders shall purchase from the LC Issuer Citizens Bank a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amountsuch Letter(s) of Credit. The LC Issuer Citizens Bank shall not have any no obligation to issue any Letter of Credit that which has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC IssuerCitizens Bank, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) Agent an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC IssuerCitizens Bank’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (ai) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers Borrower to the Administrative Agent and the LC IssuerLenders; and (bii) no Event of Default exists under the terms and conditions provisions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions provisions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.
Appears in 2 contracts
Samples: Business Loan and Security Agreement (ICF International, Inc.), Business Loan and Security Agreement (ICF International, Inc.)
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, the Revolving Loan Commitment may be used, from time to time on and following the Effective Date and prior to the Commitment Termination Date (provided that Letters of Credit may only be issued on the Effective Date to replace or provide credit support for any other requirements for existing letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) (including grandfathering Existing Letters of Credit are into Revolving Loans)), upon the request of Borrower, for the incurrence of Letter of Credit Obligations, by 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 the LC Issuer, each of L/C Issuers for the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility LenderBorrower’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue or its Restricted Subsidiary’s account; provided that any Letter of Credit issued for the account of any Restricted Subsidiary shall have the Borrower as a co-applicant; provided further that has none of the Joint Lead Arrangers, nor any of their respective affiliates, that are L/C Issuers shall be required to issue anything other than standby Letters of Credit. The Borrower may at any time, and from time to time, designate one or more additional Revolving Lenders to act as an expiration date beyond L/C Issuer under this Agreement with the date consent of the Administrative Agent (which is three (3consent shall not be unreasonably withheld) Business Days prior and such Revolving Lender. Any Revolving Lender designated as an L/C Issuer pursuant to this Section 2.2(a) shall be deemed to be and shall have all the rights and obligations of a “L/C Issuer” hereunder. Each Revolving Lender shall, subject to the Maturity Dateterms and conditions hereinafter set forth and based upon its Pro Rata Share relating to the Revolving Loan Commitments, unless the Borrowers shall purchase (and be deemed to have deposited with such LC Issuer, concurrent purchased) risk participations in all Letters of Credit Obligations incurred with the issuance written consent of Administrative Agent, as more fully described in Section 2.2(b)(ii) below. No L/C Issuer shall be required to issue Letters of Credit on or renewal after the Effective Date in excess of any its L/C Commitment. The aggregate amount of all such Letter of Credit, cash security therefor in an amount equal to Credit Obligations shall not at any time exceed the face amount least of (i) $25,000,000 (the “L/C Sublimit”) and (ii) (A) the Maximum Amount less (B) the aggregate outstanding principal balance of the Letter of CreditAdvances. Any request for a No such Letter of Credit shall be made issued in a stated face amount of less than $100,000 (unless consented to otherwise in writing by a Borrower submitting to the LC Issuer (with a copy to the Administrative AgentAgent in its sole discretion) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the no such Letter of Credit shall have an expiry date which is more than one year following the date of issuance thereof (provided, that such Letters of Credit may provide for one or more extensions thereof up to 12 months, whether automatic or by action of the applicant thereto), and no Revolving Lender shall be required, which under any obligation to incur Letter of Credit Application shall be executed by a duly authorized officer of a BorrowerObligations in respect of, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each purchase risk participations in, any Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists having an expiry date which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire is later than three five (35) Business Days days prior to the Maturity Commitment Termination Date unless cash collateralized in accordance with Section 2.2(c) below or backstopped with another letter of credit for the period after the Commitment Termination Date, the Borrowers shall have deposited with the LC Issuerin each case, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal on terms acceptable to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving FacilityL/C Issuer.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (RadNet, Inc.), First Lien Credit and Guaranty Agreement (RadNet, Inc.)
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, the Revolving Loan Commitment may be used, from time to time on and following the Effective Date and prior to the Commitment Termination Date (provided that Letters of Credit may only be issued on the Effective Date to replace or provide credit support for any other requirements for existing letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) (including grandfathering Existing Letters of Credit are into Revolving Loans)), upon the request of Borrower, for the incurrence of Letter of Credit Obligations, by 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 the LC Issuer, each of L/C Issuers for the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility LenderBorrower’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue or its Restricted Subsidiary’s account; provided that any Letter of Credit issued for the account of any Restricted Subsidiary shall have the Borrower as a co-applicant; provided further that has none of the Joint Lead Arrangers, nor any of their respective affiliates, that are L/C Issuers shall be required to issue anything other than standby Letters of Credit. The Borrower may at any time, and from time to time, designate one or more additional Revolving Lenders to act as an expiration date beyond L/C Issuer under this Agreement with the date consent of the Administrative Agent (which is three (3consent shall not be unreasonably withheld) Business Days prior and such Revolving Lender. Any Revolving Lender designated as an L/C Issuer pursuant to this Section 2.2(a) shall be deemed to be and shall have all the rights and obligations of a “L/C Issuer” hereunder. Each Revolving Lender shall, subject to the Maturity Dateterms and conditions hereinafter set forth and based upon its Pro Rata Share relating to the Revolving Loan Commitments, unless the Borrowers shall purchase (and be deemed to have deposited with such LC Issuer, concurrent purchased) risk participations in all Letters of Credit Obligations incurred with the issuance written consent of Administrative Agent, as more fully described in Section 2.2(b)(ii) below. No L/C Issuer shall be required to issue Letters of Credit on or renewal after the Effective Date in excess of any its L/C Commitment. The aggregate amount of all such Letter of Credit, cash security therefor in an amount equal to Credit Obligations shall not at any time exceed the face amount least of (i) $15,000,000 (the “L/C Sublimit”) and (ii) (A) the Maximum Amount less (B) the aggregate outstanding principal balance of the Letter of CreditAdvances. Any request for a No such Letter of Credit shall be made issued in a stated face amount of less than $100,000 (unless consented to otherwise in writing by a Borrower submitting to the LC Issuer (with a copy to the Administrative AgentAgent in its sole discretion) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the no such Letter of Credit shall have an expiry date which is more than one year following the date of issuance thereof (provided, that such Letters of Credit may provide for one or more extensions thereof up to 12 months, whether automatic or by action of the applicant thereto), and no Revolving Lender shall be required, which under any obligation to incur Letter of Credit Application shall be executed by a duly authorized officer of a BorrowerObligations in respect of, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each purchase risk participations in, any Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists having an expiry date which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire is later than three five (35) Business Days days prior to the Maturity Commitment Termination Date unless cash collateralized in accordance with Section 2.2(c) below or backstopped with another letter of credit for the period after the Commitment Termination Date, the Borrowers shall have deposited with the LC Issuerin each case, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal on terms acceptable to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving FacilityL/C Issuer.
Appears in 2 contracts
Samples: First Lien Credit and Guaranty Agreement (RadNet, Inc.), First Lien Credit and Guaranty Agreement (RadNet, Inc.)
Issuance. The Borrowers Subject to Section 2.01, each Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit (each a “Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), in each case in a form reasonably acceptable to the Lenders acknowledge that Administrative Agent and such Issuer, from time to time from and including the Borrowers may request that the LC Issuer issue or amend Letter(s) date of Credit. Subject this Agreement and prior to the terms and conditions Termination Date upon the request of this Agreement, and any other requirements for letters the Company. No Letter of credit normally and customarily imposed by Credit shall have an expiry date later than the LC Issuer, earlier of (x) one year after the LC Issuer agrees to issue such requested letters of credit, issuance thereof (provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) Letter of Credit are issued by may provide for the LC Issuer, each of automatic renewal thereof for additional one-year periods (unless the Revolving Facility Lenders shall purchase from applicable Issuer elects not to extend)) and (y) five Business Days prior to the LC Issuer a risk participation with respect to Termination Date (unless such Letter(s) Letter of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amountis Cash Collateralized as required by Section 2.16(k)). The LC No Issuer shall not have any obligation be obligated to issue any Letter of Credit that has an expiration date beyond the date which is three if (3i) Business Days prior to the Maturity Dateany order, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance judgment or renewal decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuer from issuing such Letter of Credit, cash security therefor in an amount equal or any law applicable to such Issuer or any request or directive (whether or not having the face amount force of law) from any Governmental Authority with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the Letter issuance of Credit. Any request for a letters of credit generally or such Letter of Credit in particular or shall be made by a Borrower submitting impose upon such Issuer with respect to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for such Letter of Credit any restriction, reserve or Amendment to Letter of Credit capital requirement (each being herein referred to as a “Letter of Credit Application”for which such Issuer is not otherwise compensated hereunder) not in effect on the LC Issuer’s standard formExecution Date, at least three or shall impose upon such Issuer any unreimbursed loss, cost or expense which was not applicable on the Execution Date and which such Issuer in good xxxxx xxxxx material to it; (3ii) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed except as otherwise agreed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC such Issuer; (b) no Event of Default exists under the terms and conditions of the particular , such Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute is in an Event of Default under the terms and conditions of the particular initial stated amount less than $500,000; (iii) such Letter of Credit is to be denominated in a currency other than Dollars; or this Agreement; and (civ) if any Bank is at that time a Defaulting Bank, unless such Issuer has entered into arrangements, including the renewal period would expire later than three delivery of Cash Collateral, satisfactory to such Issuer (3in its sole discretion) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Company or such Bank to eliminate such Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to such Defaulting Bank and all other Obligations as to which such Issuer has actual or potential Fronting Exposure, concurrent with the renewal of such Letter of Credit, cash security therefor as it may elect in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityits sole discretion.
Appears in 2 contracts
Samples: Credit Agreement (Mdu Resources Group Inc), Credit Agreement (Mdu Resources Group Inc)
Issuance. The Borrowers and the Revolving Facility Lenders acknowledge that from time to time the Borrowers may request that the an LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the an LC Issuer, the each LC Issuer agrees to issue such requested letters Letters of creditCredit or amendments therefor, provided that on the date of each request for a Letter of Credit or amendment to a Letter of Credit and as of the date of issuance thereof, (i) no Event of Default has occurred and is continuing, and (ii) no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default, and (iii) the Borrowers shall be deemed to have remade and redated each and all of the representations and warranties set forth in this Agreement, and with respect to those representations and warranties qualified by "materiality", such representations and warranties shall be true and correct in all respects, and with respect to those representations and warranties not qualified by "materiality", such representations and warranties shall be true and correct in all material respects in each case as of such date, unless such representation or warranty specifically refers to an earlier date or the Borrowers are unable to remake and redate any such representation or warranty, in which case the Borrowers shall have previously disclosed the same to the Administrative Agent and the Revolving Facility Lenders in writing, and such inability does not constitute or give rise to an Event of Default. If any such Letter(s) of Credit are issued by the an LC Issuer, each of the Revolving Facility Lenders shall purchase from the such LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s 's Percentage of the Revolving Facility Commitment Amount. The With respect to Letters of Credit issued or renewed (in accordance with the terms set forth below) with an expiration date that extends beyond the Maturity Date, the LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days require, on or immediately prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor for the period of exposure from and after the Maturity Date, in an amount equal to one hundred percent (100%) of the face undrawn amount of the such Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “"Letter of Credit Application”") on the an LC Issuer’s 's standard form, at least three five (35) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ ' prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions provisions of the particular Letter of Credit or this Agreement, and (c) no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions provisions of the particular Letter of Credit or this Agreement; Agreement and (cd) if the renewal period would expire later than three (3) Business Days prior Borrowers shall be deemed to have remade and redated each and all of the Maturity Daterepresentations and warranties set forth in this Agreement, and with respect to those representations and warranties qualified by "materiality", such representations and warranties shall be true and correct in all respects, and with respect to those representations and warranties not qualified by "materiality", such representations and warranties shall be true and correct in all material respects in each case as of such date, unless such representation or warranty specifically refers to an earlier date or the Borrowers are unable to remake and redate any such representation or warranty, in which case the Borrowers shall have deposited with previously disclosed the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal same to the face amount Administrative Agent and the Lenders in writing, and such inability does not constitute or give rise to an Event of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving FacilityDefault.
Appears in 1 contract
Samples: Business Loan and Security Agreement (ICF International, Inc.)
Issuance. The Borrowers Subject to and in accordance with the terms and conditions of the Agreement, Administrative Agent and Lenders acknowledge that agree to incur, from time to time prior to the Borrowers may Commitment Termination Date, upon the request that the LC Issuer issue of Borrower and for Borrower's or amend Letter(sa Subsidiary Credit Party's account, Letter of Credit Obligations by causing Letters of Credit to be issued by Administrative Agent or Co-Syndication Agents, a Subsidiary, agent or sub-agent thereof (each, an "L/C Issuer") of Credit. Subject for Borrower's or a Subsidiary Credit Party's account and each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all Revolving Loan Letters of this Credit, as more fully described in paragraph (b)(ii) below. Borrower, on behalf of itself and the other Credit Parties, acknowledges and confirms that the L/C Issuers have issued, and that there are outstanding as of the Closing Date, certain letters of credit under the DIP Credit Agreement (as defined in the Plan of Reorganization) as set forth on Schedule 1.2 (the "Existing Letters of Credit"). Such Existing Letters of Credit shall, as of the Closing Date, be deemed to be outstanding pursuant to the Agreement, and any Borrower, on behalf of itself and the other requirements for letters of credit normally Credit Parties hereby represents, warrants, agrees, covenants and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided reaffirms that (i) it has no Event of Default has occurred (and is continuingit permanently and irrevocably waives, and no actreleases each L/C Issuer from any, event to the extent arising on or condition has occurred prior to the Closing Date) defense, setoff, claim or exists which with notice or counterclaim against each L/C Issuer in regard to any obligation in respect of the passage of time, or both, would constitute an Event of Default. If any such Letter(s) Existing Letters of Credit are issued by the LC Issuer, each and (ii) reaffirms its obligations in respect of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) Existing Letters of Credit in an amount equal to such Revolving Facility Lender’s Percentage accordance with the terms and provisions of the Revolving Facility Commitment AmountAgreement and the other Credit Loan Documents. The LC Issuer shall not have any obligation to issue any aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Eight Hundred Million Dollars ($800,000,000) (the "L/C Sublimit"), which Letters of Credit shall be, subject to Section 1.3, either Synthetic Loan Letters of Credit to the extent of the first $200,000,000 of Letter of Credit Obligations in the aggregate or Revolving Loan Letters of Credit to the extent of the Letter of Credit Obligations in excess of such Synthetic Loan Letters of Credit, (ii) the Maximum Amount less the aggregate outstanding principal balance of the Loans and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Loans. No such Letter of Credit shall have an expiry date that has an expiration date beyond is the earlier to occur of (A) more than one year following the date which is three of issuance thereof or (3B) more than two (2) Business Days prior to the Stated Maturity Date, unless otherwise determined by the Borrowers applicable L/C Issuer and Administrative Agent, each in its sole discretion (including with respect to customary evergreen provisions), and neither Administrative Agent nor Lenders shall have deposited with such LC Issuer, concurrent with the issuance or renewal of be under any such Letter of Credit, cash security therefor in an amount equal obligation to the face amount of the Letter of Credit. Any request for a incur Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Obligations in respect of, or purchase risk participations in, any Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on having an expiry date that does not meet the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityforegoing criteria.
Appears in 1 contract
Issuance. The Borrowers and the Lenders Lender acknowledge that from time to time the Borrowers may request that the LC Issuer Lender issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other reasonable requirements for letters of credit normally and customarily imposed by the LC IssuerLender, the LC Issuer Lender agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuingoccurred, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment AmountDefault has occurred. The LC Issuer Lender shall not have any no obligation to issue any Letter of Credit that which has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuerthe Lender, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower the Borrowers submitting to the LC Issuer (with a copy to the Administrative Agent) Lender an Application and Agreement for Letter of Credit Agreement or Amendment to Letter of Credit (each being herein referred to as a “"Letter of Credit Application”") on the LC Issuer’s Lender's standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly an authorized officer of a Borrowerthe Borrowers, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer Lender may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (ai) at least sixty thirty (6030) days’ ' prior written notice thereof shall have been given by the Borrowers to the Administrative Agent Lender; and the LC Issuer; (bii) no default or Event of Default exists under the terms and conditions provisions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.
Appears in 1 contract
Samples: Business Loan and Security Agreement (Condor Technology Solutions Inc)
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to after the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.
Appears in 1 contract
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer Citizens Bank issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other reasonable requirements for letters of credit normally and customarily imposed by the LC IssuerCitizens Bank, the LC Issuer Citizens Bank agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC IssuerCitizens Bank, each of the Revolving Facility Lenders shall purchase from the LC Issuer Citizens Bank a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer Citizens Bank shall not have any no obligation to issue or renew any Letter of Credit that which has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuerthe Administrative Agent, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the Dollar Equivalent Amount of the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) Agent an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC IssuerCitizens Bank’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly an authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (ai) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers Borrower to the Administrative Agent and the LC IssuerAgent; (bii) no default or Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions provisions of the particular Letter of Credit or this Agreement; and (ciii) if the renewal period would expire later than three (3) Business Days prior to after the Maturity Date, the Borrowers Borrower shall have deposited with the LC IssuerAdministrative Agent, concurrent with the renewal of any such Letter of Credit, cash security therefor in an amount equal to the Dollar Equivalent Amount of the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilitymay be issued in U.S. Dollars or any Foreign Currency.
Appears in 1 contract
Samples: Credit and Security Agreement (Mantech International Corp)
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the an LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the an LC Issuer, the each LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the an LC Issuer, each of the Revolving Facility Lenders shall purchase from the such LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The No LC Issuer shall not have any obligation to issue any Letter of Credit that which has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the an LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (ai) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (bii) no Event of Default exists under the terms and conditions provisions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions provisions of the particular Letter of Credit or this Agreement; and (ciii) if the renewal period would expire later than three (3) Business Days prior to after the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.
Appears in 1 contract
Samples: Business Loan and Security Agreement (ICF International, Inc.)
Issuance. The Borrowers (a) A check of Citizens shall be issued to holders of CB&T Common Stock as follows:
(i) Citizens shall issue to each holder of a certificate or certificates theretofore representing outstanding Shares the Cash Consideration per share for each Share held on the Effective Date subject to the provisions herein.
(ii) Each holder of a certificate or certificates theretofore representing outstanding Shares (any such certificate being hereinafter referred to as a "Certificate") other than a holder of Certificates who exercises, perfects and maintains dissenters' rights pursuant to Miss. Code Xxx. 79-4-13.01 through 79-4-13.26, shall surrender the same to Citizens or its agent for cancellation, and each such holder shall be entitled upon such surrender to receive in exchange therefor a pro rata share of the Cash Consideration to which such holder is entitled as provided herein. Immediately after the Effective Date, Citizens shall mail to each holder of record of CB&T Common Stock a form letter of transmittal and instructions, in the form of that set forth in Exhibit B, for use in effecting the surrender of the Certificates representing shares of CB&T Common Stock to be exchanged for a pro rata share of the Cash Consideration pursuant to this Plan of Share Exchange. Until so surrendered, each Certificate shall be deemed for all purposes only to evidence ownership of the right to receive a pro rata share of the Cash Consideration for which the shares represented by such Certificates have been changed or converted as aforesaid. If Cash Consideration for any certificate for shares of CB&T Common Stock is to be issued in a name other than that in which a Certificate surrendered for exchange is issued, the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer.
(iii) Citizens reserves the right to withhold any Cash Consideration payable in respect of Certificates not surrendered by the holder thereof. Cash Consideration so withheld will be paid to the holder thereof, without interest, upon proper presentation of Certificates and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms documents and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed information contemplated by the LC Issuer, letter of transmittal as provided in this Section 2.2. In the LC Issuer agrees event that any such holder fails to issue surrender either such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice Certificate or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued documents and information contemplated by the LC Issuerletter of transmittal and instructions, each set forth in Exhibit B attached hereto, on or before the fifth (5th) anniversary of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer Effective Date, Citizens shall not have any obligation to issue deliver the amount to which any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall such holder would have deposited with such LC Issuer, concurrent been entitled in accordance with the issuance or renewal provisions of this Plan of Share Exchange and any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit holder shall not be issued entitled to receive from Citizens any amount in substitution and exchange for durations each Share canceled and extinguished in accordance with this Plan of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions Share Exchange upon Citizens's compliance with applicable abandoned property, escheat or similar laws of the particular Letter State of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or Mississippi.
(iv) Upon the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Effective Date, the Borrowers stock transfer books of CB&T shall have deposited with the LC Issuerbe closed and no transfer of CB&T Common Stock shall thereafter be made or recognized. Any other provision of this Plan of Share Exchange notwithstanding, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal neither Citizens or its agent nor any party to the face Share Exchange shall be liable to a holder of CB&T Common Stock for any amount paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar laws of such Letter the State of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving FacilityMississippi.
Appears in 1 contract
Samples: Share Exchange Agreement (Citizens Holding Co /MS/)
Issuance. (a) The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each obligation of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect Issuing Bank to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to -------- issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which is subject to the conditions that (i) the Letter of Credit Application Agreement Closing Date and the Purchase Closing Date shall be executed have occurred on or prior to the Purchase Closing Deadline Date and (ii) the Agent shall have received from the Company a certificate signed by a duly authorized officer of a Borrower, the Company (A) stating that the Company has determined that it is or may be unable to obtain reinsurance credit for all or any portion of the gross reserves maintained by it with respect to all of the Reserves and be accompanied Liabilities ceded by such other supporting documentation it to the Reinsurer under the Coinsurance Agreement and information as (B) identifying the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms requested date of issuance of the subject Letter of Credit, except which shall be not less than five Business Days after the date of delivery of such certificate.
(b) Subject to satisfaction of the extent inconsistent conditions set forth in subsection (a) above, the obligation of the Issuing Bank to issue the Letter of Credit under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement. Letters , under all circumstances whatsoever, including without limitation the following circumstances:
(i) any lack of Credit shall not be issued for durations validity or enforceability of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit any Transaction Document or this Agreement, and no act, event ;
(ii) any amendment or condition has occurred waiver of or exists which with notice any consent to departure from all or the passage of time, or both, would constitute an Event of Default under the terms and conditions any of the particular Letter provisions of Credit any Transaction Document or this Agreement; and ;
(ciii) if the renewal period would expire later than three existence of any claim, set-off, defense or other rights that the Issuing Bank or any Bank may have at any time against the Company, the Banks or any other Person, whether in connection with this Agreement, any Transaction Document, this Agreement or any unrelated transactions;
(3iv) Business Days prior any default by the Company or any Bank in its obligations hereunder, or any insolvency, receivership or similar proceedings with respect to the Maturity DateCompany, the Borrowers shall have deposited with Agent, the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal Reinsurer or any Bank; or
(v) to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount extent permitted by applicable law, any other act or omission to act or delay of any outstanding Letters kind by the Company, the Agent, the Reinsurer, the Issuing Bank, any Bank or any other Person or any other event or circumstance whatsoever that might, but for the provisions of Credit will reduce availability this Section, constitute a legal or equitable discharge of the Issuing Bank's obligations hereunder or under the Revolving Facilityany Transaction Document.
Appears in 1 contract
Samples: Letter of Credit Agreement (Hancock John Financial Services Inc)
Issuance. The Borrowers Subject to the provisions of this Agreement and the Lenders acknowledge that Plan, (i) on the Effective Date, the Company shall issue, in book-entry form, Warrants to purchase an aggregate of [Insert Aggregate Number of Warrants to be Issued] shares of Common Stock to the parties set forth on Schedule A attached hereto, (ii) on any Distribution Date subsequent to the Effective Date, the Company shall, from time to time time, issue additional Warrants in book- entry form as shall be required under the Borrowers may request that Plan and the LC Issuer issue or amend Letter(sDistribution Trust Agreement and (iii) from and after the Effective Date and until 5:00 p.m., New York City time, on the Expiration Date, the Company may, pursuant to clause (i) of CreditSection C of Article 5 of the Certificate of Incorporation, issue such additional Warrants, in book-entry form, as may be reasonably necessary solely to comply with Federal Communications Laws. Subject The number of Warrants issued pursuant to the terms and conditions of this Warrant Agreement, the number of shares of Common Stock issuable upon exercise of such Warrants and any other requirements for letters of credit normally the Exercise Price are all subject to adjustment pursuant to Section 6. 3.2 Book-Entry Form and customarily imposed Registration. Warrants will be issued in book-entry form only. Definitive Warrants will not be issued unless required by law or by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event rules or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal procedures of any such Letter of Creditexchange, cash security therefor trading system, book-entry system or similar organization in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer Company may from time to time reasonably requestseek to have the Warrants included. Each Letter A register of Credit Application the Warrants and of their transfer shall be deemed maintained at the Warrant Agent’s Principal Office by the Warrant Agent (the “Warrant Register”). The Company hereby appoints the Warrant Agent to govern act as the terms of issuance registrar with respect to the Warrants (the “Warrant Registrar”). The Warrant Register shall show the names and address of the subject Letter registered holders of CreditWarrants and the number of Warrants owned by each registered holder. The Company and the Warrant Agent may deem and treat the Person in whose name a Warrant or Warrants are registered in the Warrant Register as the absolute owner thereof for all purposes whatsoever, except and neither the Company nor the Warrant Agent shall be affected by any notice to the extent inconsistent contrary (other than notice of transfer in accordance with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityhereof).
Appears in 1 contract
Samples: Warrant Agreement
Issuance. The Borrowers and the Lenders acknowledge that from time to -------- time the Borrowers may request that the LC Issuer Citizens Bank issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other reasonable requirements for letters of credit normally and customarily imposed by the LC IssuerCitizens Bank, the LC Issuer Citizens Bank agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of DefaultDefault has occurred and is continuing. If any such Letter(s) of Credit are issued by the LC IssuerCitizens Bank, each of the Revolving Facility Lenders shall purchase from the LC Issuer Citizens Bank a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s 's Percentage of the Revolving Facility Commitment Amountsuch Letter(s) of Credit. The LC Issuer Citizens Bank shall not have any no obligation to issue any Letter of Credit that which has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuerthe Administrative Agent, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) Agent an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “"Letter of Credit Application”") on the LC Issuer’s Citizens Bank's standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly an authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (ai) at least sixty (60) days’ ' prior written notice thereof shall have been given by the Borrowers Borrower to the Administrative Agent Agent; and the LC Issuer; (bii) no default or Event of Default exists under the terms and conditions provisions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under issued pursuant to this Agreement may be issued in U.S. Dollars, Australian Dollars or such other foreign currency as the Revolving FacilityAdministrative Agent may approve.
Appears in 1 contract
Samples: Business Loan and Security Agreement (Mantech International Corp)
Issuance. The Borrowers Letter of Credit Issuer hereby agrees, on the terms and the Lenders acknowledge that conditions set forth in this Agreement, to issue Letters of Credit denominated in Dollars (each, a “Facility Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify each Facility Letter of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Revolving Loan Maturity Date upon the request of the Borrowers; provided that immediately after each such Facility Letter of Credit is issued or Modified, the aggregate Dollar Amount of the outstanding Letter of Credit Obligations shall not cause (i) the aggregate amount of Letter of Credit Obligations at any time to exceed $25,000,000.00, or (ii) a Lender’s Revolving Exposure to exceed its Revolving Commitment. No Facility Letter of Credit shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Revolving Loan Maturity Date and (y) one (1) year after its issuance; provided, however, that the expiry date of a Facility Letter of Credit may be up to one (1) year later than the fifth Business Day prior to the Revolving Loan Maturity Date if the Borrowers may request that have posted on or before the LC Issuer issue or amend Letter(s) of Credit. Subject fifth Business Day prior to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by Revolving Loan Maturity Date cash collateral in the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) Facility Letter of Credit are issued by Collateral Account on terms satisfactory to the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit Administrative Agent in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment 105% of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by Obligations with respect to such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Facility Letter of Credit. It Notwithstanding anything herein to the contrary, the Letter of Credit Issuer shall have no obligation hereunder to issue any Facility Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is expressly understood and agreed that the face amount subject of any outstanding Letters Sanctions or (ii) in any manner that would result in a violation of Credit will reduce availability under the Revolving Facilityany Sanctions by any party to this Agreement.
Appears in 1 contract
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions hereof and of this Agreementthe LOC Documents, if any, and any other requirements for letters of credit normally terms and customarily imposed conditions which the Issuing Lender may reasonably require (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by the LC Issuerthis Credit Agreement) to be given by any Credit Party or conflict with any obligation of, or detract from any action which may be taken by, the LC Issuer agrees Borrower or its Subsidiaries under this Credit Agreement), the Issuing Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, from time to time upon request, in its reasonable discretion, to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase (from the LC Issuer a risk participation with respect Effective Date to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days thirty days prior to the Maturity DateDate and in a form reasonably acceptable to the Issuing Lender), unless in Dollars, and the Borrowers Participants shall have deposited with such LC Issuerparticipate in, concurrent with Letters of Credit for the account of the Borrower; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed the LOC Committed Amount and (ii) the sum of the aggregate amount of outstanding LOC Obligations plus the aggregate amount of outstanding Revolving Loans plus the aggregate amount of outstanding Competitive Bid Loans plus the aggregate amount of outstanding Swing Line Loans shall not exceed the Revolving Committed Amount. The Issuing Lender may require the issuance or renewal and expiry date of any such each Letter of Credit, cash security therefor in an amount equal Credit to the face amount of the Letter of Creditbe a Business Day. Any request for a Each Letter of Credit shall be made by either (A) a Borrower submitting standby letter of credit issued to support the LC Issuer obligations (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit including pension or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard forminsurance obligations), at least three (3) Business Days prior to the date on which the issuance contingent or amendment otherwise, of the Borrower or any of its Subsidiaries, or (B) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business. Except as otherwise expressly agreed upon by all the Participants, no Letter of Credit shall be requiredhave an original expiry date more than one year from the date of issuance nor, which Letter of Credit Application as extended or otherwise, shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as have an expiry date beyond the Administrative Agent or the LC Issuer may from time to time reasonably requestMaturity Date. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent comply with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityrelated LOC Documents.
Appears in 1 contract
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a NAI-1513461614v2 Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.
Appears in 1 contract
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer Creditor agrees to issue such requested letters incur from time to time prior to the earlier of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice the Election Notice Date or the passage Commitment Termination Date, upon the request of timeDebtor, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior Obligations by causing Letters of Credit to be issued by a bank or other legally authorized Person selected by or acceptable to Creditor in its sole discretion and acceptable to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment proposed beneficiary of the Letter of Credit shall be required(each, which an "L/C Issuer") for the account of Debtor and guaranteed by Creditor; provided, however, that the aggregate amount of all such Letter of Credit Application Obligations shall be executed by a duly authorized officer not at any time exceed the lesser of a Borrower(i) the Commitment less the aggregate outstanding principal balance of the Reimbursement Obligations, and be accompanied (ii) the sum of (A) the Pledged Entity Value less (B) the sum of the aggregate outstanding principal balance of the Reimbursement Obligations for any and all payments made by such other supporting documentation Creditor on or pursuant to any and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each all Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Obligations. No such Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer have an expiry date which is more than one (1) year. Any outstanding year following the date of issuance thereof, and Creditor shall be under no obligation to incur Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event Obligations in respect of Default exists under the terms and conditions of the particular any Letter of Credit or this having an expiry date which is later than the Commitment Termination Date. Not later than 12:00 noon (New York time) on each Business Day, as well as on each date on which the Receivable Subsidiary delivers a Borrowing Base Certificate under (and as such term is defined in) the Funding Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior Debtor shall deliver to the Maturity DateCreditor an Officer's Certificate substantially in the form of Exhibit 1.1(a) (each, a "Pledged Entity Valuation Certificate"). The Pledged Entity Value shall be determined by the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal Creditor based on information related to the face amount of such Letter of Credit. It is expressly understood Pledged Entity Asset Base and agreed Pledged Entity Adjusted Debt available to it, including (A) any information obtained in connection with any audit or reflected in the most recent Pledged Entity Valuation Certificate or (B) any other information that may be available to the face amount of any outstanding Letters of Credit will reduce availability under the Revolving FacilityCreditor.
Appears in 1 contract
Samples: Letter of Credit Agreement (Consolidated Freightways Corp)
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s(i) of Credit. Subject to the terms and conditions of this Agreement, Administrative and any other requirements for letters of credit normally and customarily imposed by Lenders agree to incur, from time to time prior to the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) Letter of Credit are issued by Expiration Date, upon the LC Issuerrequest of Xxxxxxxx and for Borrower’s or any Subsidiary’s account, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation L/C Obligations with respect to such Letter(s) Letters of Credit in an amount equal to such Revolving Facility Lenderissued by L/C Issuer for Borrower’s Percentage or any Subsidiary’s account. Borrower shall give Administrative Agent at least five Business Days prior written notice requesting the incurrence of the Revolving Facility Commitment Amountany L/C Obligation. The LC Issuer notice shall not have any obligation to issue any be accompanied by a completed Letter of Credit Application. Notwithstanding anything contained herein to the contrary, Letter of Credit Applications by Xxxxxxxx and communications by Administrative Agent and L/C Issuer may be made and transmitted pursuant to electronic codes and security measures mutually agreed upon and established by and between Borrower and L/C Issuer. Borrower hereby authorizes L/C Issuer and Administrative Agent to accept, act upon, and treat as genuine and original (but without any obligation of L/C Issuer or Administrative Agent to do any of the foregoing) applications, authorizations, and other requests regardless of the manner communicated, including those sent or communicated via overnight courier, certified or non-certified mail, fax, email, electronic code, or phone, so long as L/C Issuer does not have actual knowledge that has an a particular application, authorization, or other request is not authorized by Borrower. For the avoidance of doubt, each Existing Letter of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date, shall be subject to and governed by the terms and conditions hereof.
(ii) Letters of Credit issued hereunder shall constitute utilization of the Commitments. A Letter of Credit shall be issued, extended, reinstated, or otherwise amended only if (and upon issuance, extension, reinstatement or other amendment of each Letter of Credit Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, extension, reinstatement or other amendment (i) the aggregate amount of L/C Obligations shall not at any time exceed the Letter of Credit Sublimit; (ii) no Lender will exceed its individual Commitment; and (iii) the aggregate amount of all borrowings and L/C Obligations incurred under this Agreement shall not exceed the total Commitments.
(iii) Borrower is responsible for preparing or approving the text of each Letter of Credit as submitted to and as issued by L/C Issuer and as received by the beneficiary, notwithstanding any drafting recommendations or forms provided by L/C Issuer. L/C Issuer’s recommendation or drafting of text or L/C Issuer’s use or non-use or refusal to use text submitted by Borrower shall not affect Borrower’s ultimate responsibility. Borrower is responsible for L/C Issuer’s failure to apply, or to observe standard practice as applied to, Letter of Credit terms or conditions, and for terms or conditions that (A) are erroneous, ambiguous, inconsistent, insufficient, ineffective, or illegal, (B) require L/C Issuer to respond to a demand in fewer than three Business Days, or (C) require or allow Borrower to sign, issue, or present a document. Notwithstanding anything to the contrary in this Agreement, L/C Issuer’s obligation to issue, amend, or extend the expiration date beyond of a Letter of Credit is subject to its review and approval of the date which proposed terms of the Letter of Credit (and any amendment thereof) in its sole discretion. Borrower represents and warrants to L/C Issuer that Borrower is three (3) Business Days prior to the Maturity Datefamiliar with, unless the Borrowers shall have deposited with such LC and understands, applicable law and letter of credit practice. If requested by L/C Issuer, concurrent Xxxxxxxx will execute, deliver, and submit a Letter of Credit Application and reimbursement agreement on L/C Issuer’s standard forms in connection with any request for a Letter of Credit. In the issuance or renewal event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any such Letter of CreditCredit Application or reimbursement agreement, cash security therefor in an amount equal the terms and conditions of this Agreement will control, for so long as Borrower and L/C Issuer are subject thereto. Notwithstanding anything to the face amount contrary in this Agreement but subject to Xxxxxxxx’s ultimate responsibility as set forth above in this paragraph (a), L/C Issuer’s obligation to issue, amend, or extend the expiration date of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting is subject to its review and approval of the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment proposed terms of the Letter of Credit shall be required, which Letter (and any amendment thereof) in its sole discretion.
(iv) Borrower will notify L/C Issuer in writing no later than three Business Days after Borrower first becomes aware of Credit Application shall be executed by a duly authorized officer any objection Borrower may have to L/C Issuer’s issuance or amendment of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms L/C Issuer’s acceptance or rejection of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists a presentation under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such any Letter of Credit, cash security therefor or any other action or inaction taken or proposed to be taken by L/C Issuer under or in an amount equal connection with this Agreement or any other agreement, document, or instrument relating hereto; provided, however, that if L/C Issuer reasonably believes that it is obligated to take any action, including, but not limited to, the face amount of such payment on a Letter of CreditCredit in a period of time less than three Business Days, L/C Issuer is allowed to take such action without liability to Borrower. It is expressly understood Xxxxxxxx’s failure to give timely and agreed that specific notice of objection shall automatically waive Borrower’s objection, authorize or ratify L/C Issuer’s action or inaction, and absolutely preclude Borrower from raising the face amount objection as a defense or claim against L/C Issuer (or any Indemnitee). If L/C Issuer approaches Xxxxxxxx for a waiver of discrepancies in a presentation, then Borrower must respond within three Business Days. L/C Issuer may treat Xxxxxxxx’s failure to respond as a waiver of the indicated discrepancies, but need not itself accept Xxxxxxxx’s implied or express waiver of discrepancies as binding on L/C Issuer. Borrower’s acceptance or retention of any outstanding Letters documents presented under or in connection with a Letter of Credit will reduce availability under (including, but not limited to, originals or copies of documents sent directly to Borrower) or of any property for which payment is supported by any Letter of Credit shall ratify L/C Issuer’s honor of the Revolving Facilityrelevant presentation and absolutely preclude Borrower from raising a defense or claim against L/C Issuer (or any Indemnitee) with respect to such honor.
Appears in 1 contract
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer Citizens Bank issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other reasonable requirements for letters of credit normally and customarily imposed by the LC IssuerCitizens Bank, the LC Issuer Citizens Bank agrees to issue such requested letters Letters of creditCredit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of DefaultDefault has occurred and is continuing. If any such Letter(s) of Credit are issued by the LC IssuerCitizens Bank, each of the Revolving Facility Lenders shall purchase from the LC Issuer Citizens Bank a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amountsuch Letter(s) of Credit. The LC Issuer Citizens Bank shall not have any no obligation to issue any Letter of Credit that which has an expiration date beyond the date which is three (3) Business Days prior to the Revolving Facility Maturity Date, unless the Borrowers shall have deposited with such LC IssuerCitizens Bank, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) Agent an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC IssuerCitizens Bank’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (ai) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers Borrower to the Administrative Agent Agent; and the LC Issuer; (bii) no default or Event of Default exists under the terms and conditions provisions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.
Appears in 1 contract
Samples: Business Loan and Security Agreement (Opinion Research Corp)
Issuance. The Borrowers stock certificate or certificates for Warrant Shares so delivered shall be in such denominations as may be specified in such notice and shall be registered in the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each name of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to Holder or such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance other name or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit names as shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit designated in such notice. Such stock certificate or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application certificates shall be deemed to govern have been issued and the terms Holder or any other Person so designated to be named therein shall be deemed to have become a holder of issuance record of the subject Letter of Creditsuch shares, except including to the extent inconsistent permitted by law the right to vote such shares or to consent or to receive notice as a stockholder, as of the time such notice and payment is received by the Company as aforesaid. Unless this Warrant has expired, if this Warrant shall have been exercised only in part, at the time of delivery of said stock certificate or certificates, the Company shall execute and deliver to the Holder a new Warrant Certificate, dated the Date of Issuance, representing the number of Warrant Shares with respect to which this Warrant shall not then have been exercised, which new Warrant Certificate shall in all other respects be identical with this Warrant Certificate, or, at the terms request of the Holder, appropriate notation may be made on this Warrant Certificate and the same returned to the Holder. Each certificate evidencing Warrant Shares shall be marked on its reverse as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH LAWS OR PURSUANT TO WRITTEN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE COMPANY'S CERTIFICATE OF INCORPORATION AND IN A REGISTRATION RIGHTS AGREEMENT AND AN INVESTOR'S AGREEMENT, BOTH BETWEEN THE COMPANY AND COLONY INVESTORS III, L.P. DATED JULY 16, 1998. All shares of Common Stock issuable upon the exercise of this AgreementWarrant, upon payment therefor in accordance herewith, shall be duly and validly issued, fully paid and nonassessable and free and clear of any Liens. Letters of Credit The Company shall not be issued for durations obligated to issue fractional shares of longer than one (1) yearCommon Stock upon any exercise of this Warrant. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers Notwithstanding anything herein to the Administrative Agent and contrary, the LC Issuer; (b) no Event Company shall not be obligated to issue any shares of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior Common Stock to the Maturity Dateextent such issuance is otherwise prohibited by law, including federal or state securities law, but the Borrowers Company shall have deposited with the LC Issuer, concurrent with the renewal of use all best efforts to effect such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Creditissuance. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving FacilityARTICLE III ADJUSTMENTS Section 3.01.
Appears in 1 contract
Samples: Warrant Agreement (Colony K W LLC)
Issuance. The Borrowers Subject to and upon the Lenders acknowledge that terms and conditions herein set forth, each Issuing Bank agrees, at any time and from time to time on and after the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject Closing Date and prior to the terms earlier of (i) the Letter of Credit Maturity Date and conditions (ii) the last day of this Agreementthe Revolving Credit Period, and upon request by any other requirements Borrower to it in accordance with the provisions of Section 3.02, to issue for the account of such Borrower one or more irrevocable standby letters of credit normally denominated in Dollars and in a form customarily imposed used or otherwise approved by the LC Issuersuch Issuing Bank (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the LC Issuer agrees to issue such requested letters “Letters of creditCredit”), provided that no Event of Default has occurred and is continuingthat, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any immediately after each such Letter(s) Letter of Credit are issued by is issued, the LC Issuer, each of the aggregate Revolving Facility Lenders shall purchase from the LC Issuer a risk participation Credit Exposure outstanding with respect to such Letter(s) Borrower does not exceed its Sublimit. The Stated Amount of each Letter of Credit in an shall not be less than $100,000 or such lesser amount equal as may be acceptable to such Revolving Facility Lender’s Percentage Issuing Bank. For the avoidance of doubt, a Letter of Credit issued for the account of a Borrower may include a Letter of Credit issued for the account of such Borrower for the benefit of one or more of its Subsidiaries, provided that (a) such Subsidiary has provided all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, and (b) a Letter of Credit issued for the account of the Revolving Facility Commitment Amount. The LC Issuer Parent shall not include a Letter of Credit issued for the account of LacledeSpire Missouri or AGCSpire Alabama, or any of their respective Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of a Subsidiary of a Borrower, such Borrower shall be obligated to reimburse the Issuing Bank hereunder for any and all drawings under such Letter of Credit. Each Borrower hereby acknowledges that the issuance of Letters of Credit for the benefit of its Subsidiaries inures to the benefit of such Borrower, and that such Borrower’s business drives substantial benefits from the businesses of such Subsidiaries. Notwithstanding the foregoing:
(a) No Letter of Credit shall be issued if, after giving effect to such issuance, (i) the Stated Amount when added to the aggregate Letter of Credit Exposure of the Banks at such time, would exceed the aggregate Letter of Credit Commitment, (ii) with respect to a Letter of Credit with the applicable Issuing Bank, the Stated Amount when added to the aggregate Letter of Credit Exposure of the Banks with respect to Letters of Credit issued by the applicable Issuing Bank at such time, would exceed the Letter of Credit Commitment of such Issuing Bank, (iii) the Stated Amount when added to the aggregate Revolving Credit Exposure, would exceed the aggregate Revolving Credit Commitments at such time, or (iv) any Bank is at that time a Defaulting Bank, unless such Issuing Bank’s Fronting Exposure is 100% covered by the commitments of the non-Defaulting Banks or the applicable Issuing Bank has entered into an arrangement, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the applicable Borrower or such Bank to eliminate such Issuing Bank’s actual Fronting Exposure (after giving effect to Section 2.20(a)(iii)) with respect to the Defaulting Bank arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Exposure as to which the Issuing Bank has actual Fronting Exposure, as it may elect in its sole discretion;
(b) No Letter of Credit shall be issued that by its terms expires later than the Letter of Credit Maturity Date or, in any event, more than one year after its date of issuance; provided, however, that a Letter of Credit may, if requested by any Borrower, provide by its terms, and on terms acceptable to the applicable Issuing Bank, for renewal for successive periods of one year or less (but not beyond the Letter of Credit Maturity Date), unless and until such Issuing Bank shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and
(c) No Issuing Bank shall be under any obligation to issue any Letter of Credit that has an expiration date beyond if, at the date which is three time of such proposed issuance, (3i) Business Days prior to the Maturity Dateany order, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance judgment or renewal decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, cash security therefor in an amount equal or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the face amount force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the Letter issuance of Credit. Any request for a letters of credit generally or such Letter of Credit in particular or shall be made by a Borrower submitting impose upon such Issuing Bank with respect to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for such Letter of Credit any restriction or Amendment to Letter of Credit reserve or capital requirement (each being herein referred to as a “Letter of Credit Application”for which such Issuing Bank is not otherwise compensated) not in effect on the LC Issuer’s standard formClosing Date, at least three or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Bank as of the Closing Date and that such Issuing Bank in good xxxxx xxxxx material to it, or (3ii) Business Days such Issuing Bank shall have actual knowledge, or shall have received notice from any Bank, prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor Credit that one or more of the conditions specified in an amount equal to Section 4.01 (if applicable) or Section 4.02 are not then satisfied (or have not been waived in writing as required herein) or that the face amount issuance of such Letter of Credit. It is expressly understood and agreed that Credit would violate the face amount provisions of any outstanding Letters of Credit will reduce availability under the Revolving FacilitySection 3.01(a).
Appears in 1 contract
Samples: Loan Agreement (Spire Alabama Inc)
Issuance. The Borrowers Each LC Issuer hereby agrees, on the terms and the Lenders acknowledge that conditions set forth in this Agreement, to issue standby and commercial letters of credit denominated in Dollars (each such letter of credit, together with each Existing Letter of Credit, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the Borrowers date of this Agreement and prior to the Revolving Credit Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (x) the LC Obligations shall not exceed the LC Sublimit, (y) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (z) the aggregate amount of LC Obligations of any LC Issuer at any time shall not exceed such LC Issuer’s LC Issuer Commitment, unless otherwise expressly agreed by such LC Issuer. No Facility LC shall have an expiry date later than one year after its issuance; provided that any Facility LC with a one-year tenor may request provide for the renewal thereof for additional one-year periods. If one or more Facility LCs are outstanding on the fifth (5th) Business Day prior to the Revolving Commitment Termination Date, the Borrower shall Cash Collateralize pursuant to Section 2.20.11 all LC Obligations outstanding at such time plus related fees and expenses with respect to such Facility LCs. If any Facility LC contains a provision pursuant to which it is deemed to be automatically renewed unless notice of termination is given by the applicable LC Issuer with respect to such Facility LC, such LC Issuer shall timely give notice of termination if as of the close of business on the seventeenth (17th) day prior to the last day upon which such LC Issuer’s notice of termination may be given to the beneficiaries of such Facility LC, such LC Issuer has received a notice of termination from the Borrower or a notice from the Agent that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters Facility LC in its revised form (as extended) under the terms hereof (by reason of credit, provided that no Event Section 4.2 or otherwise) have not been satisfied. As of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC IssuerClosing 39 Date, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Existing Letters of Credit shall not be issued constitute, for durations all purposes of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent this Agreement and the other Loan Documents, a Facility LC Issuer; (b) no Event of Default exists under the terms issued and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityhereunder.
Appears in 1 contract
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for the Issuing Lender agrees to issue letters of credit normally and customarily imposed by for the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each account of the Revolving Facility Lenders shall Borrowers (each, an “L/C”) or to purchase from the LC Issuer a risk participation participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to such Letter(s) letters of Credit in credit issued by an amount equal to such Revolving Facility Lender’s Percentage Underlying Issuer (as of the Revolving Facility Commitment AmountClosing Date, the Underlying Issuer is to be Xxxxx Fargo) for the account of the Borrowers. The LC Issuer shall not have any obligation to issue any Each request for the issuance of a Letter of Credit that has an expiration date beyond or the date which is three (3) Business Days prior to the Maturity Dateamendment, unless the Borrowers shall have deposited with such LC Issuerrenewal, concurrent with the issuance or renewal extension of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a outstanding Letter of Credit shall be made in writing by a Borrower submitting an Authorized Person and delivered to the LC Issuer (with a copy Issuing Lender and the Agents via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Administrative AgentIssuing Lender in its Permitted Discretion and shall specify (i) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal amount of such Letter of Credit, cash security therefor in an amount equal to (ii) the face amount date of issuance, amendment, renewal, or extension of such Letter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit. It If requested by the Issuing Lender, the Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is expressly understood and agreed that to be the face subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if the issuance of such requested Letter of Credit would cause the Letter of Credit Usage to exceed the lesser of (x) $30,000,000, or (y) the then amount of any outstanding Letters of Credit will reduce availability under Prepaid Reimbursement Funds in the Revolving FacilityL/C Prepaid Account.
Appears in 1 contract
Issuance. The Borrowers (a) Subject to the authorization of the Bankruptcy Court, which shall be contained in entry of the Confirmation Order, and the Lenders acknowledge that from time to time expiration or waiver by the Borrowers may request that Bankruptcy Court of the LC Issuer issue or amend Letter(s14-day period set forth in Bankruptcy Rule 3020(e) following entry of Creditthe Confirmation Order, the issuance of the Shares and the New Warrants has been duly and validly authorized. Subject to the entry of the Approval Order and assuming the accuracy of the representations of such Purchaser contained in Exhibit D, the issuance of the Warrants is duly and validly authorized. When the Shares are issued and delivered in accordance with the terms of this Agreement against payment therefor, the Shares shall be duly and conditions validly issued, fully paid and non-assessable and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuerapplicable Non-Control Agreement, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuingif any, and no act, event or condition has occurred or exists which with notice or applicable state and federal securities Laws. When the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit Warrants and the New Warrants are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit and delivered in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent accordance with the terms of this Agreement, the Warrants and New Warrants shall be duly and validly issued and free and clear of all taxes, liens, preemptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement, the terms of the Warrants and New Warrants and under applicable state and federal securities Laws. Letters When the shares of Credit shall not be issued for durations Common Stock issuable upon the exercise of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent Warrants and the LC Issuer; shares of New Common Stock issuable upon the exercise of the New Warrants are issued and delivered against payment therefor, the shares of Common Stock and New Common Stock, as applicable, shall be duly and validly issued, fully paid and non- assessable and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement, the applicable Non-Control Agreement, if any, and applicable state and federal securities Laws.
(b) no Event of Default exists under Subject to the terms and conditions authorization of the particular Letter Bankruptcy Court, which shall be contained in the entry of Credit or this Agreementthe Confirmation Order, and no act, event the expiration or condition has occurred or exists which with notice or waiver by the passage of time, or both, would constitute an Event of Default under the terms and conditions Bankruptcy Court of the particular Letter 14-day period set forth in Bankruptcy Rule 3020(e) following entry of Credit or this Agreement; the Confirmation Order, when the GGO Shares and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity DateGGO Warrants are issued, the Borrowers GGO Shares and GGO Warrants shall have deposited with be duly and validly authorized, duly and validly issued, fully paid and non-assessable and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement and under applicable state and federal securities Laws. When the LC Issuershares of GGO Common Stock issuable upon the exercise of the GGO Warrants are issued and delivered against payment therefor, concurrent with the renewal shares of such Letter GGO Common Stock shall be duly and validly issued, fully paid and non-assessable and free and clear of Creditall taxes, cash security therefor in an amount equal to the face amount liens, pre-emptive rights, rights of such Letter of Credit. It is expressly understood first refusal and agreed that the face amount of any outstanding Letters of Credit will reduce availability subscription rights, other than rights and restrictions under the Revolving Facilitythis Agreement and under applicable state and federal securities Laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (General Growth Properties Inc)
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein and upon the agreements of the other Lenders set forth in this AgreementSection 2.04, each Issuing Lender agrees to issue, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer each Lender severally agrees to issue participate in the issuance by such requested letters of creditIssuing Lender of, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) standby Letters of Credit in an amount equal Agreed Currencies from time to time from the Amendment Effective Date until the date thirty days prior to the Termination Date as any Borrower may request, in a form acceptable to such Revolving Facility Issuing Lender’s Percentage ; provided, however, that (i) the Dollar Amount of the Revolving Facility Commitment Amount. The LC Issuer LOC Obligations outstanding shall not have at any time exceed the LOC Committed Amount, (ii) the Dollar Amount of the principal amount of all Advances plus the outstanding LOC Obligations shall not at any time exceed the Aggregate Commitment and (iii) the Dollar Amount of the LOC Obligations in respect of Letters of Credit issued by any Issuing Lender shall not at any time exceed the LOC Commitment of such Issuing Lender. No Issuing Lender shall issue any Letter of Credit if (x) the original expiry date of such Letter of Credit is more than one year from the date of issuance (provided that such Letter of Credit may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) such Letter of Credit has an expiry date extending beyond the date that is five Business Days before the Termination Date. No Issuing Lender shall be under any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with if the issuance of such Letter of Credit would violate any applicable laws, rules, regulations or renewal orders or any generally applicable policy of such Issuing Lender, including, without limitation, any order, judgment or decree of any government authority or arbitrator that by its terms purports to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, cash security therefor in an amount equal to or any request or directive (whether or not having the face amount force of law) from any governmental authority with jurisdiction over such Issuing Lender that prohibits, or requests that such Issuing Lender refrain from the issuance of letters of credit generally or such Letter of CreditCredit in particular or that imposes upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Amendment Effective Date, or that imposes upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it. Any request for a Each Letter of Credit shall be made by a Borrower submitting to standby letter of credit and shall comply with the LC Issuer (with a copy to the Administrative Agent) an Application related LOC Documents. The issuance and Agreement for Letter expiry dates of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving FacilityDay.
Appears in 1 contract
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s(i) of Credit. Subject to and upon the terms and conditions of this Agreementset forth herein, the Borrower may request the issuance of, and the Issuing Banks hereby agree to issue Letters of Credit, for the Borrower’s account, at any time during the LC Availability Period solely for the purposes of satisfying the Debt Service Reserve Required Amount (and the Issuing Banks shall refuse to issue a Letter of Credit for any other requirements for letters purpose). Letters of credit normally Credit issued hereunder shall constitute utilization of the total aggregate LC Commitment and customarily imposed at any time the LC Exposure of all LC Lenders at such time shall not exceed the total aggregate LC Commitment of all LC Lenders. The Issuing Banks will make available to the beneficiary thereof the original of the Letter of Credit issued by it hereunder.
(ii) Notwithstanding any provision herein to the contrary, Letters of Credit shall be issued pro rata among the LC Lenders in accordance with their respective LC Commitment, or if no LC Commitment remains, then in accordance with their respective LC Exposure, such that the aggregated Stated Amount of all Letters of Credit issued in connection with a request by the LC IssuerBorrower shall equal the aggregate Stated Amount for Letters of Credit required to be provided by the Borrower. After issuance, the Borrower shall be permitted to increase or decrease the Stated Amount of any Letter of Credit only if it increases or decreases, as applicable, all other Letters of Credit pro rata in accordance with the LC Issuer Lenders’ respective LC Commitment (or if no LC Commitment remains, then in accordance with such LC Lender’s LC Exposure). Additionally, except in the case of (x) any amendment extending the Expiration Date (as defined therein) of any Letter of Credit or (y) any ministerial or administrative amendments, no Letter of Credit shall be amended, renewed, reinstated or extended unless each Letter of Credit is amended, renewed, reinstated or extended, as the case may be, on the same basis.
(iii) Immediately upon the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by an Issuing Bank and without any further action on the part of such Issuing Bank or the LC Lenders, each LC Lender shall be deemed to have purchased, and hereby agrees to issue irrevocably purchase, from such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any Issuing Bank a participation in such Letter(s) Letter of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit and any drawings honored thereunder in an amount equal to such Revolving Facility LC Xxxxxx’s pro rata share (determined as the percentage which such LC Lender’s Percentage LC Commitment then constitutes of the Revolving Facility Commitment Amount. The aggregate LC Issuer shall not have any obligation to issue any Commitments) of the Stated Amount under such Letter of Credit.
(iv) Each Letter of Credit that has an expiration (A) shall be denominated in Dollars, (B) expire no later than the earlier of (x) the seventh (7th) anniversary of its date beyond the date which is three of issuance and (3y) Business Days prior to the Maturity Date, unless and (C) be issued subject to “Uniform Customs and Practice for Documentary Credits” (2007 Revision), International Chamber of Commerce, Publication No. 600 or “International Standby Practices 1998”, International Chamber of Commerce, Publication No. 590, as mutually agreed among the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityapplicable Issuing Bank.
Appears in 1 contract
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the an LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the an LC Issuer, the each LC Issuer agrees to issue such requested letters Letters of creditCredit or amendments therefor, provided that on the date of each request for a Letter of Credit or amendment to a Letter of Credit and as of the date of issuance thereof, (i) no Event of Default has occurred and is continuing, and (ii) no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default, and (iii) the Borrowers shall be deemed to have remade and redated each and all of the representations and warranties set forth in this Agreement, and with respect to those representations and warranties qualified by “materiality”, such representations and warranties shall be true and correct in all respects, and with respect to those representations and warranties not qualified by “materiality”, such representations and warranties shall be true and correct in all material respects in each case as of such date, unless such representation or warranty specifically refers to an earlier date or the Borrowers are unable to remake and redate any such representation or warranty, in which case the Borrowers shall have previously disclosed the same to the Administrative Agent and the Lenders in writing, and such inability does not constitute or give rise to an Event of Default. If any such Letter(s) of Credit are issued by the an LC Issuer, each of the Revolving Facility Lenders shall purchase from the such LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The With respect to Letters of Credit issued or renewed (in accordance with the terms set forth below) with an expiration date that extends beyond the Maturity Date, the LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days require, on or immediately prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor for the period of exposure from and after the Maturity Date, in an amount equal to one hundred percent (100%) of the face undrawn amount of the such Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the an LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions provisions of the particular Letter of Credit or this Agreement, and (c) no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions provisions of the particular Letter of Credit or this Agreement; Agreement and (cd) if the renewal period would expire later than three (3) Business Days prior Borrowers shall be deemed to have remade and redated each and all of the Maturity Daterepresentations and warranties set forth in this Agreement, and with respect to those representations and warranties qualified by “materiality”, such representations and warranties shall be true and correct in all respects, and with respect to those representations and warranties not qualified by “materiality”, such representations and warranties shall be true and correct in all material respects in each case as of such date, unless such representation or warranty specifically refers to an earlier date or the Borrowers are unable to remake and redate any such representation or warranty, in which case the Borrowers shall have deposited with previously disclosed the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal same to the face amount Administrative Agent and the Lenders in writing, and such inability does not constitute or give rise to an Event of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving FacilityDefault.
Appears in 1 contract
Samples: Business Loan and Security Agreement (ICF International, Inc.)
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions hereof, each Fronting Lender, on behalf of this Agreementthe Syndicated Lenders and in reliance on the agreements of the Syndicated Lenders set forth in Section 3.9(d), and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue Letters of Credit for the account of the Borrower in Canadian Dollars, U.S. Dollars or any other currency acceptable to the Agent and such requested letters Fronting Lender from time to time on any Business Day. The Borrower and Xxxxxxx acknowledge that it may be necessary when issuing Letters of creditCredit for a correspondent bank or an affiliate of a Fronting Lender to issue such Letters of Credit and agree that, provided that no Event of Default has occurred in any such circumstance, such Fronting Lender (and is continuing, and no act, event or condition has occurred or exists which with notice not the correspondent bank or the passage affiliate) shall continue to be entitled to all the rights and remedies hereunder of timea Fronting Lender and continue to be liable for all obligations of a Fronting Lender, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, in each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with case in respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Credit notwithstanding it did not issue such Letter of Credit. Any request for a Letter Letters of Credit issued by a Fronting Lender hereunder shall be made by in a Borrower submitting form satisfactory to the LC Issuer such Fronting Lender acting reasonably and in accordance with its usual and customary practices and shall, in all cases with respect to letters of credit, be issued subject to Uniform Customs & Practice for Documentary Credits, International Chamber of Commerce, Publication No. 600 or International Standby Practices (with a copy to the Administrative Agent) an Application and Agreement for Letter ISP98), International Chamber of Credit or Amendment to Letter of Credit (each being herein referred to Commerce, Publication No. 590, as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrowerapplicable, and shall, in all cases with respect to letters of guarantee, be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time issued subject to time reasonably requestUniform Customs & Practice of Demand Guarantees, International Chamber of Commerce, Publication No. Each 758. A Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may by a Fronting Lender if any Syndicated Lender would be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreementprohibited, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of it were issuing such Letter of Credit, cash security therefor in an amount equal to the face amount of from issuing such Letter of Credit. It is expressly understood and agreed that Credit by any applicable law, regulation, treaty, official directive or regulatory requirement now or hereafter in effect (whether or not having the face amount force of any outstanding Letters of Credit will reduce availability under the Revolving Facilitylaw).
Appears in 1 contract
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s 's Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “"Letter of Credit Application”") on the LC Issuer’s 's standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ ' prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.
Appears in 1 contract
Issuance. The Borrowers shares of Restricted Stock granted under this Agreement shall be evidenced in such manner as the Committee may deem appropriate, including issuance of one or more stock certificates or book-entry registration. Any stock certificate or book-entry credit issued or entered in respect of the Restricted Stock shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to the Restricted Stock, substantially in the following form: “The transferability of this certificate and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) shares of Credit. Subject stock represented hereby is subject to the terms and conditions (including forfeiture) of this the World Fuel Services Corporation 2006 Omnibus Plan and a Performance-Based Restricted Stock Grant Agreement, as well as the terms and any other requirements for letters conditions of credit normally applicable law. Copies of such Plan and customarily imposed Agreement are on file at the offices of World Fuel Services Corporation.” The stock certificates or book-entry credits evidencing the shares of Restricted Stock, Remaining Shares and Acquirer RSAs (which shall also contain the legend set forth above) shall be held in the custody of the Company until the restrictions thereon shall have lapsed and, if requested by the LC IssuerCompany, as a condition of receiving the Restricted Stock, the LC Issuer agrees Participant shall deliver to issue the Company a stock power, endorsed in blank, relating to such requested letters Restricted Stock. The Company shall remove the legend set forth above from the stock certificates or book entry credits evidencing the Restricted Stock, Remaining Shares or Acquirer RSAs upon the later of credit(i) vesting of the Restricted Stock or Acquirer RSAs pursuant to this Agreement and (ii) in the case of the Remaining Shares, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of DefaultRestriction Lapse Date. If any such Letter(sand when the shares of Restricted Stock, Remaining Shares or Acquirer RSAs (as applicable) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with forfeited under the terms of this Agreement, the Company shall cancel the stock certificates or book entry credits related to such shares of Restricted Stock, Remaining Shares or Acquirer RSAs (as applicable). Letters of Credit Notwithstanding the foregoing, the Company shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time entitled to time; provided that (a) at least sixty (60) days’ prior written notice thereof hold the Restricted Stock until the Company shall have been given by received from the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit Participant a duly executed Form W-9 or this AgreementW-8, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityas applicable.
Appears in 1 contract
Samples: Restricted Stock Grant Agreement (World Fuel Services Corp)
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s(i) of Credit. Subject to the terms and conditions of this Agreement, Agent and any other requirements for letters of credit normally and customarily imposed by Xxxxxxx agree to incur, from time to time prior to the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) Letter of Credit are issued by Expiration Date, upon the LC Issuerrequest of Xxxxxxxx and for Borrower’s or any Subsidiary’s account, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation L/C Obligations with respect to such Letter(s) Letters of Credit in an amount equal to such Revolving Facility Lenderissued by L/C Issuer for Borrower’s Percentage or any Subsidiary’s account. Borrower shall give Agent at least five Business Days prior written notice requesting the incurrence of the Revolving Facility Commitment Amountany L/C Obligation. The LC Issuer notice shall not have any obligation to issue any be accompanied by a completed Letter of Credit Application. Notwithstanding anything contained herein to the contrary, Letter of Credit Applications by Xxxxxxxx and communications by Agent and L/C Issuer may be made and transmitted pursuant to electronic codes and security measures mutually agreed upon and established by and between Xxxxxxxx and L/C Issuer. Borrower hereby authorizes L/C Issuer and Agent to accept, act upon, and treat as genuine and original (but without any obligation of L/C Issuer or Agent to do any of the foregoing) applications, authorizations, and other requests regardless of the manner communicated, including those sent or communicated via overnight courier, certified or non-certified mail, fax, email, electronic code, or phone, so long as L/C Issuer does not have actual knowledge that has an a particular application, authorization, or other request is not authorized by Borrower. For the avoidance of doubt, each Existing Letter of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date, shall be subject to and governed by the terms and conditions hereof.
(ii) Letters of Credit issued hereunder shall constitute utilization of the Commitments. A Letter of Credit shall be issued, extended, reinstated, or otherwise amended only if (and upon issuance, extension, reinstatement or other amendment of each Letter of Credit Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, extension, reinstatement or other amendment (i) the aggregate amount of L/C Obligations shall not at any time exceed the Letter of Credit Sublimit; (ii) no Lender will exceed its individual Commitment; and (iii) the aggregate amount of all borrowings and L/C Obligations incurred under this Agreement shall not exceed the Loan Limit.
(iii) Borrower is responsible for preparing or approving the text of each Letter of Credit as submitted to and as issued by L/C Issuer and as received by the beneficiary, notwithstanding any drafting recommendations or forms provided by L/C Issuer. L/C Issuer’s recommendation or drafting of text or L/C Issuer’s use or non-use or refusal to use text submitted by Borrower shall not affect Borrower’s ultimate responsibility. Borrower is responsible for L/C Issuer’s failure to apply, or to observe standard practice as applied to, Letter of Credit terms or conditions, and for terms or conditions that (A) are erroneous, ambiguous, inconsistent, insufficient, ineffective, or illegal, (B) require L/C Issuer to respond to a demand in fewer than three Business Days, or (C) require or allow Borrower to sign, issue, or present a document. Notwithstanding anything to the contrary in this Agreement, L/C Issuer’s obligation to issue, amend, or extend the expiration date beyond of a Letter of Credit is subject to its review and approval of the date which proposed terms of the Letter of Credit (and any amendment thereof) in its sole discretion. Borrower represents and warrants to L/C Issuer that Borrower is three (3) Business Days prior to the Maturity Datefamiliar with, unless the Borrowers shall have deposited with such LC and understands, applicable law and letter of credit practice. If requested by L/C Issuer, concurrent Xxxxxxxx will execute, deliver, and submit a Letter of Credit Application and reimbursement agreement on L/C Issuer’s standard forms in connection with any request for a Letter of Credit. In the issuance or renewal event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any such Letter of CreditCredit Application or reimbursement agreement, cash security therefor in an amount equal the terms and conditions of this Agreement will control, for so long as Borrower and L/C Issuer are subject thereto. Notwithstanding anything to the face amount contrary in this Agreement but subject to Xxxxxxxx’s ultimate responsibility as set forth above in this paragraph (a), L/C Issuer’s obligation to issue, amend, or extend the expiration date of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting is subject to its review and approval of the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment proposed terms of the Letter of Credit shall be required, which Letter (and any amendment thereof) in its sole discretion.
(iv) Borrower will notify L/C Issuer in writing no later than three Business Days after Borrower first becomes aware of Credit Application shall be executed by a duly authorized officer any objection Borrower may have to L/C Issuer’s issuance or amendment of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms L/C Issuer’s acceptance or rejection of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists a presentation under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such any Letter of Credit, cash security therefor or any other action or inaction taken or proposed to be taken by L/C Issuer under or in an amount equal connection with this Agreement or any other agreement, document, or instrument relating hereto; provided, however, that if L/C Issuer reasonably believes that it is obligated to take any action, including, but not limited to, the face amount of such payment on a Letter of CreditCredit in a period of time less than three Business Days, L/C Issuer is allowed to take such action without liability to Borrower. It is expressly understood Xxxxxxxx’s failure to give timely and agreed that specific notice of objection shall automatically waive Borrower’s objection, authorize or ratify L/C Issuer’s action or inaction, and absolutely preclude Borrower from raising the face amount objection as a defense or claim against L/C Issuer (or any Indemnitee). If L/C Issuer approaches Xxxxxxxx for a waiver of discrepancies in a presentation, then Borrower must respond within three Business Days. L/C Issuer may treat Xxxxxxxx’s failure to respond as a waiver of the indicated discrepancies, but need not itself accept Xxxxxxxx’s implied or express waiver of discrepancies as binding on L/C Issuer. Borrower’s acceptance or retention of any outstanding Letters documents presented under or in connection with a Letter of Credit will reduce availability under (including, but not limited to, originals or copies of documents sent directly to Borrower) or of any property for which payment is supported by any Letter of Credit shall ratify L/C Issuer’s honor of the Revolving Facilityrelevant presentation and absolutely preclude Borrower from raising a defense or claim against L/C Issuer (or any Indemnitee) with respect to such honor.
Appears in 1 contract
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the an LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the an LC Issuer, the each LC Issuer agrees to issue such requested letters Letters of creditCredit or amendments therefor, provided that on the date of each request for a Letter of Credit or amendment to a Letter of Credit and as of the date of issuance thereof, (i) no Event of Default has occurred and is continuing, and (ii) no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default, and (iii) the Borrowers shall be deemed to have remade and redated each and all of the representations and warranties set forth in this Agreement, and with respect to those representations and warranties qualified by "materiality", such representations and warranties shall be true and correct in all respects, and with respect to those representations and warranties not qualified by "materiality", such representations and warranties shall be true and correct in all material respects in each case as of such date, unless such representation or warranty specifically refers to an earlier date or the Borrowers are unable to remake and redate any such representation or warranty, in which case the Borrowers shall have previously disclosed the same to the Administrative Agent and the Lenders in writing, and such inability does not constitute or give rise to an Event of Default. If any such Letter(s) of Credit are issued by the an LC Issuer, each of the Revolving Facility Lenders shall purchase from the such LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s 's Percentage of the Revolving Facility Commitment Amount. The With respect to Letters of Credit issued or renewed (in accordance with the terms set forth below) with an expiration date that extends beyond the Maturity Date, the LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days require, on or immediately prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor for the period of exposure from and after the Maturity Date, in an amount equal to one hundred percent (100%) of the face undrawn amount of the such Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “"Letter of Credit Application”") on the an LC Issuer’s 's standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ ' prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions provisions of the particular Letter of Credit or this Agreement, and (c) no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions provisions of the particular Letter of Credit or this Agreement; Agreement and (cd) if the renewal period would expire later than three (3) Business Days prior Borrowers shall be deemed to have remade and redated each and all of the Maturity Daterepresentations and warranties set forth in this Agreement, and with respect to those representations and warranties qualified by "materiality", such representations and warranties shall be true and correct in all respects, and with respect to those representations and warranties not qualified by "materiality", such representations and warranties shall be true and correct in all material respects in each case as of such date, unless such representation or warranty specifically refers to an earlier date or the Borrowers are unable to remake and redate any such representation or warranty, in which case the Borrowers shall have deposited with previously disclosed the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal same to the face amount Administrative Agent and the Lenders in writing, and such inability does not constitute or give rise to an Event of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving FacilityDefault.
Appears in 1 contract
Samples: Business Loan and Security Agreement (ICF International, Inc.)
Issuance. The Borrowers (a) Each Issuing Bank under the Revolving Facility agrees (on a several basis with the other Issuing Banks under the Revolving Facility), subject to and upon the Lenders acknowledge that terms and conditions herein set forth, at any time and from time to time after the Borrowers may request that Closing Date and prior to the LC Issuer Revolving Facility Maturity Date, in reliance upon the agreements of the Revolving Lenders set forth in this Article 5, to issue or amend Letter(sRevolving Letters of Credit for the account of the Borrower, up to the amount of such Issuing Bank’s Letter of Credit Fronting Commitment.
(b) of Credit. Subject The Issuing Bank under the Operating Facility agrees, subject to and upon the terms and conditions of this Agreementherein set forth, at any time and any other requirements for letters of credit normally from time to time after the Closing Date and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Operating Facility Maturity Date, unless to issue Operating Letters of Credit for the Borrowers shall have deposited with account of the Borrower, up to the amount of such LC IssuerIssuing Bank’s unused Operating Facility Commitment.
(c) The parties hereto agree that the Existing MDA Letters of Credit which are allocated to the Operating Facility in Schedule 10 will automatically, concurrent with without any further action on the issuance or renewal part of any such Letter Person, be deemed to be Operating Letters of Credit, cash security therefor in an amount equal to Credit issued under the face amount Operating Facility on the Closing Date for the account of the Letter of CreditBorrower. Any request for a Without limiting the foregoing, (i) each such Existing MDA Letter of Credit shall be made by a included in the calculation of the Principal Outstanding in respect of the Operating Facility on the Closing Date and (ii) all liabilities of the Borrower submitting with respect to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter such Existing MDA Letters of Credit or Amendment to Letter shall constitute Obligations under the Operating Facility.
(d) The parties hereto agree that the Existing MDA Letters of Credit (each being herein other than the Existing MDA Letters of Credit referred to as a “Letter in Section 5.1(1)(c)) and the Existing DG Letters of Credit Application”) will automatically, without any further action on the LC Issuer’s standard formpart of any Person, at least three (3) Business Days prior be deemed to be Revolving Letters of Credit issued under the date Revolving Facility on which the issuance or amendment Closing Date for the account of the Borrower. Without limiting the foregoing, (i) each such Existing Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as included in the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance calculation of the subject Letter Principal Outstanding in respect of Creditthe Revolving Facility on the Closing Date, except (ii) all liabilities of the Borrower with respect to the extent inconsistent with the terms of this Agreement. such Existing Letters of Credit shall not be issued for durations of longer than one constitute Obligations under the Revolving Facility and (1iii) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof each Revolving Lender shall have been given by the Borrowers reimbursement obligations with respect to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Existing Letters of Credit will reduce availability under the Revolving Facilityas provided in Section 5.6.
Appears in 1 contract
Samples: Restated Credit Agreement (Maxar Technologies Ltd.)
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions hereof and of this Agreementthe Letter of Credit Documents, if any, and any other requirements for letters of credit normally terms and customarily imposed conditions which the Issuing Bank may reasonably require, the Existing Lenders will participate in the issuance by the LC Issuer, Issuing Bank to the LC Underlying Issuer agrees from time to issue such requested letters time of credit, provided that no Event of Default has occurred and is continuing, and no act, event one or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation more L/C Undertakings with respect to such Letter(s) Letters of Credit issued from time to time by the Underlying Issuer in an amount equal Dollars from the Original Closing Date until the Maturity Date as CBI may request, in each case in a form acceptable to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Issuing Bank; provided, however, that (a) the Letter of Credit that has Obligations outstanding shall not at any time exceed thirty million Dollars ($30,000,000) (the “Letter of Credit Committed Amount”) and (b) the sum of the aggregate principal amount of outstanding Revolving Loans plus Letter of Credit Obligations outstanding shall not at any time exceed the Revolving Credit Borrowing Base. No Letter of Credit shall (x) have an expiration original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date which is three Maturity Date unless, in the case of this clause (3y), CBI agrees (in separate documentation reasonably satisfactory to the Issuing Bank) to establish before the Maturity Date (but to be funded at least five Business Days prior to the Maturity Date, unless ) a cash collateral account at the Borrowers shall have deposited Issuing Bank for the benefit of the Issuing Bank with a deposit in such LC Issuer, concurrent with account of at least 110% of the issuance or renewal of any maximum amount available to be drawn on each such Letter of Credit, cash security therefor in Credit having an amount equal to expiry date after the face amount of the Maturity Date. Each Letter of CreditCredit shall comply with the related Letter of Credit Documents. Any request for a The issuance and expiry date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be made by a Borrower submitting Business Day. Notwithstanding anything to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit contrary herein or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard formotherwise, at least three (3) Business Days prior to the date on which the issuance or amendment of the no Letter of Credit shall be requiredissued to or for the benefit of CBII (or any Person in its capacity as a creditor of CBII) or to support, which Letter replace or supplement any obligation of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of CreditCBII, except to the extent inconsistent with the terms of this Agreement. for those Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor set forth in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving FacilitySchedule 3.1 hereto.
Appears in 1 contract
Samples: Credit Agreement (Chiquita Brands International Inc)
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s(1) of Credit. Subject to the terms and conditions of this Agreement, LENDER will issue or cause to be issued the Captive Insurance Letter of Credit and any in addition, from time to time and in its sole discretion and at the request of and for the account of such requesting BORROWER, issue or create or cause to be issued or created (whether through a LENDER's Affiliate or otherwise) other requirements Letters of Credit for letters the benefit of credit normally beneficiaries designated by such requesting BORROWER. The Letters of Credit (including the Captive Insurance Letter of Credit) and customarily imposed by the LC Issuervarious documents related thereto are herein collectively called "FINANCING DOCUMENTS". Notwithstanding the foregoing, the LC Issuer agrees to issue such requested letters no documentary Letters of credit, provided that no Event of Default has occurred and is continuing, Credit will be issued and no act, event or condition has occurred or exists which with notice or acceptances will be created under this Agreement and no BORROWER shall have the passage of time, or both, would constitute an Event of Default. If right to have any such Letter(s) documentary Letter of Credit are issued or any such acceptance for its account hereunder.
(2) Unless otherwise agreed by LENDER in writing, LENDER will not issue or create or cause to be issued and created any Financing Document if the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) issuance thereof will result in more than $8,500,000 being outstanding in Letters of Credit in an amount equal the aggregate at any one time.
(3) Unless otherwise agreed by LENDER in writing, all shipping documents must be consigned to such Revolving Facility Lender’s Percentage of LENDER.
(4) Each Financing Document shall provide that drafts drawn thereunder (not including drafts drawn under the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Captive Insurance Letter of Credit which shall be determined in accordance with the terms of the Captive Insurance Letter of Credit) must be presented to LENDER or the issuer/obligor thereof on or prior to 180 days after the issuance thereof (unless otherwise agreed by LENDER but in no event later than the Revolving Loan Maturity Date), and, in the case of the Letters of Credit, that has an expiration date beyond any acceptances created thereunder shall mature not later than 180 days after the date which is three creation thereof (3unless otherwise agreed by LENDER but in no event later than the Revolving Loan Maturity Date).
(5) A BORROWER seeking the issuance of a Letter of Credit must give notice to LENDER of a request for the issuance of any Financing Document not less than 10 Business Days prior to the Maturity Dateproposed issuance date (which prescribed time period may be waived at the option of LENDER in the exercise of its sole discretion). Each such notice shall specify: (A) the requested date of such issuance (which shall be a Business Day); (B) the maximum amount of such Financing Document; (C) the expiration date of such Financing Document; (D) the purpose of such Financing Document; (E) the name and address of the beneficiary of such Financing Document; and (F) the required documents under any such Financing Document.
(6) Notwithstanding the foregoing, unless LENDER shall not be under any obligation to issue or create or cause to be issued and created any Financing Document if at the Borrowers time of such issuance any order, judgment or decree of any governmental authority or arbitrator shall have deposited purport by its terms to enjoin or restrain LENDER or the issuer/obligor thereof from issuing such Financing Document or any requirement of law applicable to LENDER or the issuer/obligor thereof or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over LENDER or any such LC Issuerissuer/obligor thereof shall prohibit, concurrent with or request that LENDER or any such issuer/obligor thereof refrain from, the issuance or renewal of any such Letter Letters of Credit, cash security therefor generally or any such Financing Documents in an amount equal particular, or shall impose upon LENDER or any such issuer/obligor thereof with respect to any Financing Document any requirement (for which LENDER or any such issuer/obligor thereof is not otherwise compensated) not in effect on the face amount date hereof, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to LENDER or any such issuer/obligor thereof as of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting date hereof and which LENDER or any such issuer/obligor thereof in good xxxxx xxxxx material to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityit.
Appears in 1 contract
Issuance. (a) The Borrowers and the Lenders acknowledge that from time PermianCo Common Stock to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject be issued pursuant to the terms and conditions of this AgreementApproved Plan, and any other requirements for letters of credit normally and customarily imposed by including the LC Issuer, PermianCo Common Stock to be issued in connection with the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each consummation of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect Rights Offering and pursuant to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by , including in connection with the Borrowers to the Administrative Agent Minimum Allocation Rights Securities and the LC Issuer; Put Option Premium, will, when issued and delivered on the Closing Date and any time thereafter, be duly and validly authorized, issued and delivered and shall be fully paid and non-assessable, and such PermianCo Common Stock will be free and clear of all Taxes, Liens (other than transfer restrictions imposed hereunder or by applicable Law), preemptive rights, subscription and similar rights, other than any rights set forth in the Approved Plan, the Plan Supplement, the PermianCo Governance Documents or Restructuring Documents.
(b) no Event of Default exists under The LegacyCo Units to be issued pursuant to the terms Approved Plan, will, when issued and conditions of delivered on the particular Letter of Credit or this AgreementClosing Date and any time thereafter, be duly and validly authorized, issued and delivered, and no actsuch LegacyCo Units will be free and clear of all Taxes, event Liens (other than transfer restrictions imposed hereunder or condition has occurred by applicable Law), preemptive rights, subscription and similar rights, other than any rights set forth in the Approved Plan, the Plan Supplement, the New Organizational Documents (as defined in the Approved Plan) or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and Restructuring Documents.
(c) if Except as set forth in this Agreement or the renewal period would expire later than three PermianCo Governance Documents or New Organizational Documents (3as defined in the Approved Plan), as applicable, as of the Closing Date, none of PermianCo or LegacyCo will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, Contract, arrangement or undertaking (including any preemptive right) Business Days prior that (i) obligates any of PermianCo or LegacyCo to issue, deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred, or repurchased, redeemed or otherwise acquired, any units or shares of capital stock of, or other equity or voting interests in, any of the Reorganized Debtors or any security convertible or exercisable for or exchangeable into any units or shares of capital stock of, or other equity or voting interests in, any of the Reorganized Debtors, (ii) obligates any of PermianCo or LegacyCo to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking, (iii) restricts the Transfer of any units or shares of capital stock of, or other equity interests in, any of PermianCo or LegacyCo or (iv) relates to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount voting of any outstanding Letters units or other equity interests in any of Credit will reduce availability under the Revolving FacilityPermianCo or LegacyCo.
Appears in 1 contract
Samples: Backstop Commitment Agreement (Breitburn Energy Partners LP)
Issuance. The Borrowers Each LC Issuer hereby agrees, on the terms and the Lenders acknowledge that conditions set forth in this Agreement, to issue standby and commercial letters of credit denominated in Dollars (each such letter of credit, together with each Existing Letter of Credit, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the Borrowers may date of this Agreement and prior to the Revolving Credit Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (x) the LC Obligations shall not exceed the LC Sublimit, (y) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (z) the aggregate amount of LC Obligations of any LC Issuer issue at any time shall not exceed such LC Issuer’s LC Issuer Commitment, unless otherwise expressly agreed by such LC Issuer. No Facility LC shall have an expiry date later than one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one-year periods. If one or amend Letter(smore Facility LCs are outstanding on the fifth (5th) of Credit. Subject Business Day prior to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC IssuerRevolving Commitment Termination Date, the Borrower shall Cash Collateralize pursuant to Section 2.20.11 all LC Issuer agrees to issue Obligations outstanding at such requested letters of credit, provided that no Event of Default has occurred time plus related fees and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation expenses with respect to such Letter(s) Facility LCs. If any Facility LC contains a provision pursuant to which it is deemed to be automatically renewed unless notice of Credit in an amount equal termination is given by the applicable LC Issuer with respect to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC, such LC Issuer shall not have any obligation to issue any Letter timely give notice of Credit that has an expiration date beyond termination if as of the date which is three close of business on the seventeenth (317th) Business Days day prior to the Maturity Date, unless the Borrowers shall have deposited with last day upon which such LC Issuer, concurrent with the issuance or renewal ’s notice of any such Letter of Credit, cash security therefor in an amount equal termination may be given to the face amount beneficiaries of such Facility LC, such LC Issuer has received a notice of termination from the Borrower or a notice from the Agent that the conditions to issue such Facility LC in its revised form (as extended) under the terms hereof (by reason of Section 4.2 or otherwise) have not been satisfied. As of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (Closing Date, 40 each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Existing Letters of Credit shall not be issued constitute, for durations all purposes of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent this Agreement and the other Loan Documents, a Facility LC Issuer; (b) no Event of Default exists under the terms issued and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityhereunder.
Appears in 1 contract
Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s(i) of Credit. Subject to and upon the terms and conditions of this Agreementset forth herein, the Borrower may request the issuance of, and the LC Issuer hereby agrees to issue Letters of Credit, for the Borrower’s account, at any time during the LC Availability Period solely for the purposes of satisfying the Debt Service Reserve Required Amount (and the LC Issuer shall refuse to issue a Letter of Credit for any other requirements purpose). Letters of Credit issued hereunder shall constitute utilization of the total aggregate LC Commitment and at any time the LC Exposure of all LC Lenders at such time shall not exceed the total aggregate LC Commitment of all LC Lenders. The LC Issuer will make available to the [***] Confidential treatment has been requested for letters the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Collateral Agent, as beneficiary thereof, the original of credit normally the Letter of Credit issued by it hereunder and customarily imposed any subsequent modifications or amendments thereto.
(ii) Immediately upon the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the LC Issuer, Issuer and without any further action on the part of the LC Issuer or the LC Lenders, each LC Lender shall be deemed to have purchased, and hereby agrees to issue such requested letters of creditirrevocably purchase, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to in such Letter(s) Letter of Credit and any drawings honored thereunder in an amount equal to such Revolving Facility LC Lender’s Percentage pro rata share (determined as the percentage which such LC Lender’s LC Commitment then constitutes of the Revolving Facility Commitment Amount. The aggregate LC Issuer shall not have any obligation to issue any Letter Commitments) of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any Stated Amount under such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a .
(iii) Each Letter of Credit shall (A) be made by a Borrower submitting denominated in Dollars, (B) expire no later than the earlier of (x) the 7th anniversary of its date of issuance and (y) the Maturity Date and (C) be issued subject to “Uniform Customs and Practice for Documentary Credits” (2007 Revision), International Chamber of Commerce, Publication No. 600 or “International Standby Practices 1998”, International Chamber of Commerce, Publication No. 590, as mutually agreed between the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the applicable LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Issuance. The Borrowers Each LC Issuer hereby agrees, on the terms and conditions set out in this Agreement, to issue Financial Letters of Credit, Performance Letters of Credit, Documentary Letters of Credit and Bank Guaranties (collectively with the Lenders acknowledge that Existing Letters of Credit, each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the Borrowers may request that the LC Issuer issue or amend Letter(s) date of Credit. Subject this Agreement and prior to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided date that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) 5 Business Days prior to its respective Commitment Maturity Date upon the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal request of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to timeany Restricted Subsidiary; provided that (a) at least sixty (60) days’ prior written notice thereof each Facility LC shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; be issued in an Agreed Currency, (b) no Event immediately after each such Facility LC is issued or Modified, the LC Obligations may not exceed the LC Sublimit, (c) immediately after each such Facility LC is issued or Modified, the Aggregate Outstanding Credit Exposure may not exceed the Aggregate Commitment, and (d) if the expiry date of Default exists such Facility LC would occur after the Commitment Maturity Date of any Lender, the stated amount of such Facility LC, together with the undrawn stated amount of all other Facility LCs with expiry dates occurring after such Commitment Maturity Date, may not exceed the portion of the Aggregate Commitment not expiring on such Commitment Maturity Date. No Facility LC shall have an initial expiry date later than five years after its issuance. Any Facility LC may provide for the renewal thereof for additional one-year periods unless the LC Issuer provides prior notice of non-renewal to the beneficiary, which periods shall not in any event extend the expiry date of such Facility LC more than 12 months beyond the respective Commitment Maturity Date. Any Bank Guaranty issued under this Agreement shall be subject to the additional requirements of Section 2.26.13 hereof. On the Closing Date, all Existing Letters of Credit shall automatically, without any action on the part of any Person, be deemed to be Facility LCs issued and outstanding hereunder, and shall be subject to and governed by the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityhereof.
Appears in 1 contract
Issuance. a. The Borrowers Bank’s sole duties in connection with the issuance of the Book-entry Obligations represented by the Note Certificate shall be as follows:
(i) to maintain a record of the outstanding Note Certificate on IPASS;
(ii) following receipt of applicable Instructions, to assign a CUSIP number to each Obligation to be issued;
(iii) following receipt of applicable Instructions that set forth the face or principal amount, net dollar amount, Issue Date, maturity date, interest rate (if any), and amount of interest due at maturity date, and the Lenders acknowledge that from time applicable discount amount (if any), for an Obligation, to time cause delivery of such Obligation on behalf of the Borrowers may request that the LC Issuer issue by way of data entry or amend Letter(s) of Credit. Subject data transfer to the terms and conditions of this AgreementDTC Same Day Funds Settlement System (“SDFS”), and any other requirements to receive from SDFS a confirmation receipt that delivery of such Obligation was effected; and
(iv) prior to the close of business on each Issue Date, to credit in immediately available funds the net proceeds of all delivered Obligations to the Issuer’s account with the Bank (full instructions to be provided). prior to the close of business on each Issue Date, to credit in immediately available funds the net proceeds of all delivered Obligations according to the Issuer’s standing instruction signed by an Authorized Person, attached hereto as Exhibit F.
(i) The Issuer acknowledges that (A) the delivery of an Obligation against payment (i.e., the principal amount of the Obligation less the discount specified in the Instructions or the principal amount of an interest bearing Obligation) and the actual receipt of payment thereof are not simultaneous transactions and (B) the purchaser of an Obligation is obligated to settle its purchase of such Obligation in immediately available funds on the Issue Date for letters of credit normally and customarily imposed by the LC such Obligation. The Issuer, and not the LC Bank, shall bear the risk of such purchaser’s failure to remit the net amount of the Obligation.
(ii) The Bank shall have no duty or responsibility to transfer to the Issuer agrees to issue such requested letters any amounts from the sale of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of timean Obligation, or both, would constitute an Event of Default. If to advance to the Issuer any such Letter(s) of Credit are issued by monies or otherwise provide any credit to the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(sproceeds or transfers, unless and until (A) of Credit in an amount equal to such Revolving Facility Lender’s Percentage the Bank actually receives the proceeds of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter sale of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; Obligation and (cB) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal Bank’s receipt of such Letter of Credit, cash security therefor in an amount equal proceeds is not subject to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityreversal or cancellation.
Appears in 1 contract
Samples: Issuing and Paying Agent Agreement (Avangrid, Inc.)
Issuance. a. The Borrowers Bank’s sole duties in connection with the issuance of the Book-entry Obligations represented by the Note Certificate shall be as follows:
(i) to maintain a record of the outstanding Note Certificate on IPASS;
(ii) following receipt of applicable Instructions, to assign a CUSIP number to each Obligation to be issued;
(iii) following receipt of applicable Instructions that set forth the face or principal amount, net dollar amount, Issue Date, maturity date, interest rate (if any), and amount of interest due at maturity date, and the Lenders acknowledge that from time applicable discount amount (if any), for an Obligation, to time cause delivery of such Obligation on behalf of the Borrowers may request that the LC Issuer issue by way of data entry or amend Letter(s) of Credit. Subject data transfer to the terms and conditions of this AgreementDTC Same Day Funds Settlement System (“SDFS”), and to receive from SDFS a confirmation receipt that delivery of such Obligation was effected; and
(iv) prior to the close of business on each Issue Date, to credit in immediately available funds the net proceeds of all delivered Obligations according to the Issuer’s standing instruction signed by an Authorized Person, attached hereto as Exhibit F.
(v) If the Bank has collected funds for the delivery of an Obligation, but does not transfer or credit such funds as required pursuant to clause (iv), then, on the next business day, the Bank shall transfer or credit such funds as required pursuant to clause (iv), plus any other requirements for letters of credit normally and customarily imposed interest thereon at the prime rate as quoted by the LC Bank.
(i) The Issuer acknowledges that (A) the delivery of an Obligation against payment (i.e., the principal amount of the Obligation less the discount specified in the Instructions or the principal amount of an interest bearing Obligation) and the actual receipt of payment thereof are not simultaneous transactions and (B) the purchaser of an Obligation is obligated to settle its purchase of such Obligation in immediately available funds on the Issue Date for such Obligation. The Issuer, and not the LC Bank, shall bear the risk of such purchaser’s failure to remit the net amount of the Obligation.
(ii) The Bank shall have no duty or responsibility to transfer to the Issuer agrees to issue such requested letters any amounts from the sale of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of timean Obligation, or both, would constitute an Event of Default. If to advance to the Issuer any such Letter(s) of Credit are issued by monies or otherwise provide any credit to the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(sproceeds or transfers, unless and until (A) of Credit in an amount equal to such Revolving Facility Lender’s Percentage the Bank actually receives the proceeds of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter sale of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; Obligation and (cB) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal Bank’s receipt of such Letter of Credit, cash security therefor in an amount equal proceeds is not subject to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityreversal or cancellation.
Appears in 1 contract
Samples: Issuing and Paying Agent Agreement (Waste Management Inc)
Issuance. a. The Borrowers Bank’s sole duties in connection with the issuance of the Book-entry Obligations represented by the Note Certificate shall be as follows:
(i) to maintain a record of the outstanding Note Certificate on IPASS;
(ii) following receipt of applicable Instructions, to assign a CUSIP number to each Obligation to be issued;
(iii) following receipt of applicable Instructions that set forth the face or principal amount, net dollar amount, Issue Date, maturity date, interest rate (if any), and amount of interest due at maturity date, and the Lenders acknowledge that from time applicable discount amount (if any), for an Obligation, to time cause delivery of such Obligation on behalf of the Borrowers may request that the LC Issuer issue by way of data entry or amend Letter(s) of Credit. Subject data transfer to the terms and conditions of this AgreementDTC Same Day Funds Settlement System (“SDFS”), and any other requirements to receive from SDFS a confirmation receipt that delivery of such Obligation was effected; and
(iv) [prior to the close of business on each Issue Date, to credit in immediately available funds the net proceeds of all delivered Obligations to the Issuer’s account with the Bank (Account No. ).] [prior to the close of business on each Issue Date, to credit in immediately available funds the net proceeds of all delivered Obligations according to the Issuer’s standing instruction signed by an Authorized Person, attached hereto as Exhibit F.]2 [Need to select one of these two options]
(i) The Issuer acknowledges that (A) the delivery of an Obligation against payment (i.e., the principal amount of the Obligation less the discount specified in the Instructions or the principal amount of an interest bearing Obligation) and the actual receipt of payment thereof are not simultaneous transactions and (B) the purchaser of an Obligation is obligated to settle its purchase of such Obligation in immediately available funds on the Issue Date for letters of credit normally and customarily imposed by the LC such Obligation. The Issuer, and not the LC Bank, shall bear the risk of such purchaser’s failure to remit the net amount of the Obligation.
(ii) The Bank shall have no duty or responsibility to transfer to the Issuer agrees to issue such requested letters any amounts from the sale of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of timean Obligation, or both, would constitute an Event of Default. If to advance to the Issuer any such Letter(s) of Credit are issued by monies or otherwise provide any credit to the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(sproceeds or transfers, unless and until (A) of Credit in an amount equal to such Revolving Facility Lender’s Percentage the Bank actually receives the proceeds of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter sale of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; Obligation and (cB) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal Bank’s receipt of such Letter of Credit, cash security therefor in an amount equal proceeds is not subject to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityreversal or cancellation.
Appears in 1 contract
Samples: Issuing and Paying Agent Agreement (Potomac Electric Power Co)