Common use of LC Applications Clause in Contracts

LC Applications. The Funds Administrator shall give notice to the Agent and the Issuing Lender of the proposed issuance of each Letter of Credit on a Business Day which is at least three (3) Business Days (or such lesser number of days as the Agent and the Issuing Lender shall agree in any particular instance in their sole discretion) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an LC Application, duly executed by the Funds Administrator on behalf of the Borrower for whose account such Letter of Credit is to be issued, and in all respects satisfactory to the Agent and the Issuing Lender, together with such other documentation as the Agent or the Issuing Lender may request in support thereof, it being understood that each LC Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter of Credit (which shall not be later than the earlier to occur of (x) one year after the date of issuance thereof and (y) thirty days prior to the scheduled Revolving Credit Termination Date) and whether such Letter of Credit is to be transferable in whole or in part. So long as the Issuing Lender has not received written notice that the conditions precedent set forth in Section 12 with respect to the issuance of such Letter of Credit have not been satisfied, the Issuing Lender shall issue such Letter of Credit on the requested issuance date. The Issuing Lender shall promptly advise the Agent of the issuance of each Letter of Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of any LC Application and the terms of this Agreement, the terms of this Agreement shall control. Regardless of the account party on any LC Application, the Borrowers shall be jointly and severally liable for the reimbursement obligations thereunder, as more fully set forth in Section 2.3.3 hereof.

LC Applications. The Funds Administrator shall give notice to the Agent and the Issuing Lender of the proposed issuance of each Each Letter of Credit on shall be issued or amended, as the case may be, upon the request of the Company delivered to the applicable Issuing Lender (with a Business Day which is copy to the Administrative Agent) in the form of an LC Application, appropriately completed and signed by a Responsible Officer of the Company. Such LC Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable Issuing Lender, by personal delivery or by any other means acceptable to such Issuing Lender. Such LC Application must be received by the applicable Issuing Lender and the Administrative Agent not later than 11:00 a.m. at least three two (32) Business Days (or such lesser number of days later date and time as the Administrative Agent and the applicable Issuing Lender shall may agree in any a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of such a Letter of Credit. Each , such notice LC Application shall be accompanied by an LC Application, duly executed by the Funds Administrator on behalf of the Borrower for whose account such Letter of Credit is to be issued, specify in form and in all respects detail reasonably satisfactory to the Agent and the applicable Issuing Lender, together with such other documentation as the Agent or the Issuing Lender may request in support thereof, it being understood that each LC Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the amount of such Letter of Credit, the currency in which such Letter of Credit is to be denominated, which shall be Dollars or an Alternative Currency, the expiration date of such Letter of Credit (which shall not be later than the earlier to occur of (x) one year after the date of issuance thereof and (y) thirty seven days prior to the scheduled Revolving Termination Date unless the Company has Cash Collateralized such Letter of Credit or agreed that not less than 30 days prior to the scheduled Termination DateDate it will Cash Collateralize such Letter of Credit) and whether such Letter of Credit is to be transferable in whole or in parttransferable. So long as the applicable Issuing Lender has not received written notice from any party to this Agreement that (a) the conditions precedent set forth in Section 12 11 with respect to the issuance of such Letter of Credit have not been satisfied, or (b) any Revolving Lender is at that time a Defaulting Lender, unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion) with the Company or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.10.1(d)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion, such Issuing Lender shall issue such Letter of Credit on the requested issuance date. The Each Issuing Lender shall promptly advise the Administrative Agent of the issuance of each Letter of Credit by such Issuing Lender and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In Notwithstanding the event of foregoing or any inconsistency between the terms of any LC Application and the terms other provision of this Agreement, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: (a) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the terms force of this Agreement law) from any Governmental Authority with jurisdiction over such Issuing Lender shall control. Regardless of the account party on any LC Applicationprohibit, or request that such Issuing Lender refrain from, the Borrowers issuance of letters of credit generally or such Letter of Credit in particular or shall be jointly impose 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 at the Effective Time, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense that was not applicable at the Effective Time and severally liable for that such Issuing Lender in good fxxxx xxxxx material to it; or (b) the reimbursement obligations thereunder, as issuance of such Letter of Credit would violate one or more fully set forth in Section 2.3.3 hereofpolicies of such Issuing Lender applicable to letters of credit generally.

LC Applications. The Funds Administrator shall give notice to the Agent and the Issuing Lender of the proposed issuance of each Each Letter of Credit on shall be issued or amended, as the case may be, upon the request of the Company delivered to the applicable Issuing Lender (with a Business Day which is copy to the Administrative Agent) in the form of an LC Application, appropriately completed and signed by a Responsible Officer of the Company. Such LC Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable Issuing Lender, by personal delivery or by any other means acceptable to such Issuing Lender. Such LC Application must be received by the applicable Issuing Lender and the Administrative Agent not later than 11:00 a.m. at least three two (32) Business Days (or such lesser number of days later date and time as the Administrative Agent and the applicable Issuing Lender shall may agree in any a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of such a Letter of Credit. Each , such notice LC Application shall be accompanied by an LC Application, duly executed by the Funds Administrator on behalf of the Borrower for whose account such Letter of Credit is to be issued, specify in form and in all respects detail reasonably satisfactory to the Agent and the applicable Issuing Lender, together with such other documentation as the Agent or the Issuing Lender may request in support thereof, it being understood that each LC Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the amount of such Letter of Credit, the currency in which such Letter of Credit is to be denominated, which shall be Dollars or an Alternative Currency, the expiration date of such Letter of Credit (which shall not be later than the earlier to occur of (x) one year after the date of issuance thereof and (y) thirty seven days prior to the scheduled Revolving Termination Date unless the Company has Cash Collateralized such Letter of Credit or agreed that not less than 30 days prior to the scheduled Termination DateDate it will Cash Collateralize such Letter of Credit) and whether such Letter of Credit is to be transferable in whole or in parttransferable. So long as the applicable Issuing Lender has not received written notice from any party to this Agreement that (a) the conditions precedent set forth in Section 12 11 with respect to the issuance of such Letter of Credit have not been satisfied, or (b) any Revolving Lender is at that time a Defaulting Lender, unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion) with the Company or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.10.1(d)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion, such Issuing Lender shall issue such Letter of Credit on the requested issuance date. The Each Issuing Lender shall promptly advise the Administrative Agent of the issuance of each Letter of Credit by such Issuing Lender and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In Notwithstanding the event of foregoing or any inconsistency between the terms of any LC Application and the terms other provision of this Agreement, no Issuing Lender shall be under any obligation to issue any Letter of Credit if: (a) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the terms force of this Agreement law) from any Governmental Authority with jurisdiction over such Issuing Lender shall control. Regardless of the account party on any LC Applicationprohibit, or request that such Issuing Lender refrain from, the Borrowers issuance of letters of credit generally or such Letter of Credit in particular or shall be jointly impose 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 at the Effective Time, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense that was not applicable at the Effective Time and severally liable for that such Issuing Lender in good xxxxx xxxxx material to it; or (b) the reimbursement obligations thereunder, as issuance of such Letter of Credit would violate one or more fully set forth in Section 2.3.3 hereofpolicies of such Issuing Lender applicable to letters of credit generally.

LC Applications. The Funds Administrator A Borrower shall give notice to the Administrative Agent and the applicable Issuing Lender of the proposed issuance of each Letter of Credit on a Business Day which that is at least three (3) Business Days (or such lesser number of days as the Administrative Agent and the such Issuing Lender shall agree in any particular instance in their sole discretioninstance) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an LC Application, duly executed by the Funds Administrator on behalf of the Borrower for whose account such Letter of Credit is to be issued, and in all respects reasonably satisfactory to the Administrative Agent and the applicable Issuing Lender, together with such other documentation as the Administrative Agent or the such Issuing Lender may reasonably request in support thereof, it being understood that each LC Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter of Credit (which shall not be later than the earlier to occur of (x) one year after the date of issuance thereof and (y) thirty days prior to the scheduled Revolving Credit Termination Date) and whether such Letter of Credit is to be transferable in whole or in partpart and the expiration date of such Letter of Credit, which shall not be later than the earlier of (a) one year from the date of issuance thereof or (b) 30 days prior to the scheduled Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (b) above). So long as the applicable Issuing Lender has received notice from the Administrative Agent confirming that there is availability for the issuance of such Letter of Credit and has not received written notice that the conditions precedent set forth in Section 12 with respect to the issuance of such Letter of Credit have not been satisfied, the such Issuing Lender shall issue such Letter of Credit on the requested issuance date. The Each Issuing Lender shall promptly advise the Administrative Agent of the issuance of each Letter of Credit by such Issuing Lender and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of any LC Application and the terms of this Agreement, the terms of this Agreement shall control. Regardless of the account party on any LC Application, the Borrowers shall be jointly and severally liable for the reimbursement obligations thereunder, as more fully set forth in Section 2.3.3 hereof.