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Common use of Issuing Letters of Credit Clause in Contracts

Issuing Letters of Credit. (a) Letters of Credit shall be issued upon written notice by the Borrower to the Agent, given not later than 10:00 A.M. (Dallas time) on the second Business Day prior to the Business Day on which such Letters of Credit are requested to be issued, or such lesser time prior to the requested issuance date as is acceptable to the Agent. Each such notice (a "Request for Letters of Credit") shall be in substantially the form of Exhibit D hereto, specifying therein (i) the aggregate stated amount of the Letters of Credit requested, (ii) the effective date (which day shall be a Business Day) of issuance of such requested Letters of Credit, (iii) the date on which such requested Letters of Credit are to expire (which date shall be a Business Day no more than 18 months following such effective date and shall in no event be later than the Maturity Date unless the Borrower deposits with and pledges to the Agent cash or cash equivalent investments acceptable to the Agent in an amount equal to the face amount of such Letter of Credit as collateral security for the Borrower's Obligations in connection with such Letter of Credit), and (iv) the Person for whose benefit the requested Letters of Credit are to be issued. At the time such request is made, the Borrower shall also provide the Agent with completed and executed Letter of Credit Applications and copies of the forms the Letters of Credit which the Borrower has requested the Agent to issue. Each Request for Letters of Credit shall be irrevocable and binding on the Borrower. (b) Promptly after receipt of a Request for Letters of Credit together with all supporting documentation, the Agent shall notify each Lender by telex, telecopy, telegram, telephone or other similar form of transmission of the proposed issuance of Letters of Credit. Subject to the satisfaction of the terms and conditions of this Article IV and upon fulfillment of the applicable conditions set forth in Article V, the Agent shall, on the requested date, issue its Letter of Credit on behalf of the Borrower.

Appears in 3 contracts

Samples: Credit Agreement (Vicorp Restaurants Inc), Credit Agreement (Vicorp Restaurants Inc), Credit Agreement (Vicorp Restaurants Inc)

Issuing Letters of Credit. (a) Letters of Credit shall be issued upon written notice by the Borrower Subject to the Agentterms and conditions set forth in this Agreement, given not later than 10:00 A.M. at any time and from time to time from the Closing Date through the day that is ninety (Dallas time90) on the second Business Day days prior to the Business Day on which Maturity Date, the Issuing Lender shall issue such Letters of Credit are requested to be issued, or such lesser time prior to as the requested issuance date as is acceptable to Borrower may request upon the Agent. Each such notice (delivery of a "Request for Letters of Credit") shall be written request in substantially the form of Exhibit D heretoC hereto (a “Letter of Credit Request”) to the Issuing Lender, specifying therein provided that (i) the aggregate stated amount no Default or Event of the Letters of Credit requestedDefault shall have occurred and be continuing, (ii) the effective date (which day shall be a Business Day) of upon issuance of such Letter of Credit, the Letter of Credit Liabilities shall not exceed the Letter of Credit Commitment, (iii) in no event shall the sum of the outstanding principal amount of the Revolving Credit Loans, Swing Loans and Letter of Credit Liabilities (after giving effect to any requested Letters of Credit, ) exceed the lesser of (iiiA) the date on which such Total Commitment and (B) the Unencumbered Pool Availability minus the outstanding principal amount of the Unsecured Debt, nor shall the sum of the outstanding principal amount of the Revolving Credit Loans, Swing Loans, Letter of Credit Liabilities (after giving effect to any requested Letters of Credit are to expire Credit) and the Unsecured Debt cause a violation of the covenant set forth in §8.1(a), (which date iv) the conditions set forth in §§9.1 and 9.2 shall be a Business Day no more than 18 months following such effective date have been satisfied, and shall (v) in no event be later than the Maturity Date unless the Borrower deposits with and pledges to the Agent cash or cash equivalent investments acceptable to the Agent in an shall any amount equal to the face amount of such drawn under a Letter of Credit as collateral security be available for the Borrower's Obligations in connection with reinstatement or a subsequent drawing under such Letter of Credit), and (iv) . Notwithstanding anything to the Person for whose benefit the requested Letters of Credit are to be issued. At the time such request is madecontrary contained in this Article III, the Borrower Issuing Lender shall also provide the Agent with completed and executed not be obligated to issue, amend, extend, renew or increase any Letter of Credit Applications at a time when any other Lender is a Defaulting Lender, unless the Issuing Lender is satisfied that the participation therein will otherwise be fully allocated to the Lenders that are Non-Defaulting Lenders consistent with §5.7(c) and copies the Defaulting Lender shall have no participation therein, except to the extent the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in its good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in §§9.1 and 9.2 have been satisfied unless it receives written notice from a Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be executed by an Authorized Officer of the forms the Letters of Credit which the Borrower has requested the Agent to issueBorrower. Each Request for Letters of Credit The Issuing Lender shall be irrevocable and binding entitled to conclusively rely on the Borrower. (b) Promptly after receipt of such Person’s authority to request a Request for Letters of Credit together with all supporting documentation, the Agent shall notify each Lender by telex, telecopy, telegram, telephone or other similar form of transmission of the proposed issuance of Letters of Credit. Subject to the satisfaction of the terms and conditions of this Article IV and upon fulfillment of the applicable conditions set forth in Article V, the Agent shall, on the requested date, issue its Letter of Credit on behalf of the Borrower. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Notwithstanding the foregoing, in no event may the expiration date of any Letter of Credit extend beyond the earlier of (i) the date one year from its date of issuance or (ii) the Maturity Date; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the Issuing Lender but in no event shall any such provision permit the extension of the expiration date of such Letter of Credit beyond the Maturity Date; provided further, that a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration of not more than one year beyond the Maturity Date so long as the Borrower delivers to the Issuing Lender no later than thirty (30) days prior to the Maturity Date cash collateral for such Letter of Credit for deposit into the Collateral Account in an amount equal to the stated amount of such Letter of Credit. The amount available to be drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total Commitment as a Revolving Credit Loan.

Appears in 1 contract

Samples: Credit Agreement (STORE CAPITAL Corp)

Issuing Letters of Credit. (a) Letters of Credit shall be issued upon written notice by the Borrower Subject to the Agentterms and conditions hereof, given not later than 10:00 A.M. (Dallas time) on including satisfaction of the second Business Day prior to conditions set forth in Sections 3.1 and 3.2 hereof, and provided no Default has occurred and is continuing, the Business Day on which such Letters of Credit are requested to be issued, or such lesser Agent shall at any time prior to the requested issuance date as is acceptable Revolving Credit Termination Date, upon the request of the Borrower pursuant to the Agent. Each such notice (a "Request for Section 2.11.1(b) hereof, issue Letters of Credit") shall be in substantially Credit for the form account of Exhibit D heretothe Borrower; PROVIDED, specifying therein HOWEVER, that (i) the aggregate stated face amount of the all outstanding Letters of Credit requested, shall not at any time exceed $17,500,000 and (ii) the effective aggregate face amount under all outstanding Letters of Credit issued for the account of the Borrower PLUS the aggregate of all Advances theretofore made by the Lenders to the Borrower PLUS all unreimbursed draws under Letters of Credit shall not at any time exceed the Borrower's Maximum Revolving Credit Amount. The parties hereto acknowledge and agree that on the Closing Date, all Existing Letters of Credit shall automatically and without any further action become Letters of Credit hereunder, be subject, in all respects, to the provisions of this Section 2.11 and the other provisions of this Agreement. (b) The Borrower may request that the Agent issue a Letter of Credit for the account of the Borrower by written notice in the form attached hereto as EXHIBIT F (a "Letter of Credit Notice") given to the Agent not less than three (3) Business Days prior to the proposed date (which day shall be a Business Day) of issuance of such requested Letters Letter of Credit, . The Letter of Credit Notice shall (iiii) the proposed date on which such requested Letters of Credit are to expire issuance, beneficiary, amount and expiry date (which date shall be a Business Day no more than 18 months following such effective date and shall in no event not be later than one year after the Maturity Date unless the Borrower deposits with and pledges to the Agent cash or cash equivalent investments acceptable to the Agent in an amount equal to the face amount date of issuance of such Letter of Credit as collateral security for or later than the Borrower's Obligations in connection with Revolving Credit Termination Date) of such Letter of Credit), (ii) specify whether such request is for a standby or a documentary letter of credit, and (iviii) be accompanied by a letter of credit application on the Person for whose benefit appropriate form completed to the requested Letters of Credit are to satisfaction of, and with such amendments and modifications as may be issued. At the time such request is madedeemed necessary by, the Borrower shall also provide the Agent with completed and executed Letter of Credit Applications and copies of the forms the Letters of Credit which the Borrower has requested the Agent to issue. Each Request for Letters of Credit shall be irrevocable and binding on the Borrower. (b) Promptly after receipt of a Request for Letters of Credit together with all supporting documentation, the Agent shall notify each Lender by telex, telecopy, telegram, telephone or other similar form of transmission of the proposed issuance of Letters of CreditAgent. Subject to the satisfaction of the terms and conditions of this Article IV and upon fulfillment of the applicable conditions set forth in Article Vthereof, the Agent shall, on the requested date, issue its Letter of Credit on behalf of the Borrower.as soon as practicable and in any event within three (3) Business Days of

Appears in 1 contract

Samples: Credit Agreement (Ekco Group Inc /De/)

Issuing Letters of Credit. (a) Letters of Credit shall be issued upon written notice by the Borrower Subject to the Agentterms and conditions set forth in this Agreement, given not later than 10:00 A.M. at any time and from time to time from the Closing Date through the day that is ninety (Dallas time90) on the second Business Day days prior to the Business Day on which Maturity Date, the Issuing Lender shall issue such Letters of Credit are requested to be issued, or such lesser time prior to as the requested issuance date as is acceptable to Borrower may request upon the Agent. Each such notice (delivery of a "Request for Letters of Credit") shall be written request in substantially the form of Exhibit D heretoC hereto (a “Letter of Credit Request”) to the Issuing Lender, specifying therein provided that (i) the aggregate stated amount no Default or Event of the Letters of Credit requestedDefault shall have occurred and be continuing, (ii) the effective date (which day shall be a Business Day) of upon issuance of such Letter of Credit, the Letter of Credit Liabilities shall not exceed the Letter of Credit Commitment, (iii) in no event shall the sum of the outstanding principal amount of the Revolving Credit Loans, Swing Loans and Letter of Credit Liabilities (after giving effect to any requested Letters of Credit, ) exceed the lesser of (iiiA) the date on which such Total Commitment and (B) the Unencumbered Pool Availability minus the outstanding principal amount of the Unsecured Debt, nor shall the sum of the outstanding principal amount of the Revolving Credit Loans, Swing Loans, Letter of Credit Liabilities (after giving effect to any requested Letters of Credit are to expire Credit) and the Unsecured Debt cause a violation of the covenant set forth in §8.1(a), (which date iv) the conditions set forth in §§9.1 and 9.2 shall be a Business Day no more than 18 months following such effective date have been satisfied, and shall (v) in no event be later than the Maturity Date unless the Borrower deposits with and pledges to the Agent cash or cash equivalent investments acceptable to the Agent in an shall any amount equal to the face amount of such drawn under a Letter of Credit as collateral security be available for the Borrower's Obligations in connection with reinstatement or a subsequent drawing under such Letter of Credit), and (iv) . Notwithstanding anything to the Person for whose benefit the requested Letters of Credit are to be issued. At the time such request is madecontrary contained in this Article III, the Borrower Issuing Lender shall also provide the Agent with completed and executed not be obligated to issue, amend, extend, renew or increase any Letter of Credit Applications at a time when any other Lender is a Defaulting Lender, unless the Issuing Lender is satisfied that the participation therein will otherwise be fully allocated to the Lenders that are Non-Defaulting Lenders consistent with §5.7(c) and copies the Defaulting Lender shall have no participation therein, except to the extent the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in its good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in §§9.1 and 9.2 have been satisfied unless it receives written notice from a Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be executed by an Authorized Officer of the forms the Letters of Credit which the Borrower has requested the Agent to issueBorrower. Each Request for Letters of Credit The Issuing Lender shall be irrevocable and binding entitled to conclusively rely on the Borrower. (b) Promptly after receipt of such Person’s authority to request a Request for Letters of Credit together with all supporting documentation, the Agent shall notify each Lender by telex, telecopy, telegram, telephone or other similar form of transmission of the proposed issuance of Letters of Credit. Subject to the satisfaction of the terms and conditions of this Article IV and upon fulfillment of the applicable conditions set forth in Article V, the Agent shall, on the requested date, issue its Letter of Credit on behalf of the Borrower. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Notwithstanding the foregoing, in no event may the expiration date of any Letter of Credit extend beyond the earlier of (i) the date one year from its date of issuance or (ii) the Maturity Date; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the Issuing Lender but in no event shall any such provision permit the extension of the expiration date of such Letter of Credit beyond the Maturity Date; provided further, that a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration of not more than one year beyond the Maturity Date so long as the Borrower delivers to the Issuing Lender no later than 30 days prior to the Maturity Date cash collateral for such Letter of Credit for deposit into the Collateral Account in an amount equal to the stated amount of such Letter of Credit. The amount available to be drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total Commitment as a Revolving Credit Loan.

Appears in 1 contract

Samples: Credit Agreement (STORE CAPITAL Corp)