Letter of Credit Applications; Procedures for Issuance and Amendment of Letters of Credit. (a) Each Letter of Credit shall be issued or amended, as the case may be, by a single Fronting Bank upon the request of the Borrower delivered to such Fronting Bank (with a copy to the Agent) in the form of a Letter of Credit Application completed to the reasonable satisfaction of the Agent and such Fronting Bank; provided that all requests for Letters of Credit denominated in an Alternative Currency shall, in the first instance, be directed to Bank of America, in its capacity as a Fronting Bank, and, if Bank of America declines to issue a Letter of Credit denominated in an Alternative Currency, the Borrower may then deliver a request for such Letter of Credit denominated in an Alternative Currency to another Fronting Bank; provided further that there shall not be more than one Fronting Bank, in addition to Bank of America, with Letters of Credit outstanding in an Alternative Currency at any time. A Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable Fronting Bank, by personal delivery or by any other means acceptable to such Fronting Bank. In the event that any provision of any Issuer Document shall be inconsistent with any provision of this Agreement, then the provisions of this Agreement shall, to the extent of any such inconsistency, govern. Such Letter of Credit Application must be received by the applicable Fronting Bank and the Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Agent and such Fronting Bank may agree in 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 a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable Fronting Bank: (i) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (ii) the amount and currency thereof; (iii) the expiry date thereof; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by such beneficiary in case of any drawing thereunder; (vi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (vii) the purpose and nature of the requested Letter of Credit; and (viii) such other matters as such Fronting Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable Fronting Bank (i) the Letter of Credit to be amended; (ii) the proposed date of amendment thereof (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as such Fronting Bank may reasonably require. In the event that after giving effect to the requested issuance or amendment of a Letter of Credit, Consolidated Total Indebtedness will exceed 60% (without exceeding 65%) of Consolidated Total Adjusted Asset Value (with Consolidated Total Indebtedness and Consolidated Total Adjusted Asset Value being adjusted as set forth in §10.1) or Unsecured Consolidated Total Indebtedness will exceed 60% (without exceeding 65%) of Consolidated Unencumbered Asset Value (with Unsecured Consolidated Total Indebtedness and Consolidated Unencumbered Asset Value being adjusted as set forth in §10.4), then the Borrower shall also deliver to the Agent the certificate attached hereto as Exhibit G, in accordance with §§10.1 and 10.4. Additionally, the Borrower shall furnish to the applicable Fronting Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such Fronting Bank or the Agent may reasonably require. Each request for the issuance of, extension of the expiry date of, or increase of the amount of a Letter of Credit made pursuant to §3.1 on and as of the Closing Date shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the Required Revolving Credit Banks) as of the Closing Date. Each request for the issuance of, extension of the expiry date of, or increase of the amount of a Letter of Credit made pursuant to §3.1 after the Closing Date shall constitute a representation and warranty by the Borrower that the conditions set forth in §13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the Required Revolving Credit Banks) on the date of such request and will be satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the Required Revolving Credit Banks) on the proposed date of issuance, extension, increase or renewal of such Letter of Credit, provided that the making of such representation and warranty by the Borrower shall not limit the right of any Fronting Bank not to issue any Letter of Credit if such conditions have not been met. (b) Promptly after receipt of any Letter of Credit Application, the applicable Fronting Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such Fronting Bank will provide the Agent with a copy thereof. Unless such Fronting Bank has received written notice from any Revolving Credit Bank, the Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in §13 (or in the case of issuance or amendment on the Closing Date, contained in §12) shall not then be satisfied, then, subject to the terms and conditions hereof, such Fronting Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Wholly-owned Subsidiary or Partially-Owned Entity) or enter into the applicable amendment, as the case may be, in each case in accordance with such Fronting Bank’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Fronting Bank a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Bank’s Commitment Percentage times the amount of such Letter of Credit. (c) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, such Fronting Bank will also deliver to the Borrower and the Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Boston Properties LTD Partnership), Credit Agreement (Boston Properties LTD Partnership)
Letter of Credit Applications; Procedures for Issuance and Amendment of Letters of Credit. (a) Each Letter of Credit shall be issued or amended, as the case may be, by a single Fronting Bank upon the request of the Borrower delivered to such Fronting Bank (with a copy to the Agent) in the form of a Letter of Credit Application completed to the reasonable satisfaction of the Agent and such Fronting Bank; provided that all requests for Letters of Credit denominated in an Alternative Currency shall, in the first instance, be directed to Bank of America, in its capacity as a Fronting Bank, and, if Bank of America declines to issue a Letter of Credit denominated in an Alternative Currency, the Borrower may then deliver a request for such Letter of Credit denominated in an Alternative Currency to another Fronting Bank; provided further that there shall not be more than one Fronting Bank, in addition to Bank of America, with Letters of Credit outstanding in an Alternative Currency at any time. A Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable Fronting Bank, by personal delivery or by any other means acceptable to such Fronting Bank. In the event that any provision of any Issuer Document shall be inconsistent with any provision of this Agreement, then the provisions of this Agreement shall, to the extent of any such inconsistency, govern. Such Letter of Credit Application must be received by the applicable Fronting Bank and the Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Agent and such Fronting Bank may agree in 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 a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable Fronting Bank: (i) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (ii) the amount and currency thereof; (iii) the expiry date thereof; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by such beneficiary in case of any drawing thereunder; (vi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (vii) the purpose and nature of the requested Letter of Credit; and (viii) such other matters as such Fronting Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable Fronting Bank (i) the Letter of Credit to be amended; (ii) the proposed date of amendment thereof (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as such Fronting Bank may reasonably require. In the event that after giving effect to the requested issuance or amendment of a Letter of Credit, Consolidated Total Indebtedness will exceed 60% (without exceeding 65%) of Consolidated Total Adjusted Asset Value (with Consolidated Total Indebtedness and Consolidated Total Adjusted Asset Value being adjusted as set forth in §10.1) or Unsecured Consolidated Total Indebtedness will exceed 60% (without exceeding 65%) of Consolidated Unencumbered Asset Value (with Unsecured Consolidated Total Indebtedness and Consolidated Unencumbered Asset Value being adjusted as set forth in §10.4), then the Borrower shall also deliver to the Agent the certificate attached hereto as Exhibit G, in accordance with §§10.1 and 10.4. Additionally, the Borrower shall furnish to the applicable Fronting Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such Fronting Bank or the Agent may reasonably require. Each request for the issuance of, extension of the expiry date of, or increase of the amount of a Letter of Credit made pursuant to §3.1 on and as of the Closing Date shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the Required Revolving Credit Banks) as of the Closing Date. Each request for the issuance of, extension of the expiry date of, or increase of the amount of a Letter of Credit made pursuant to §3.1 after the Closing Date shall constitute a representation and warranty by the Borrower that the conditions set forth in §13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the Required Revolving Credit Banks) on the date of such request and will be satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the Required Revolving Credit Banks) on the proposed date of issuance, extension, increase or renewal of such Letter of Credit, provided that the making of such representation and warranty by the Borrower shall not limit the right of any Fronting Bank not to issue any Letter of Credit if such conditions have not been met.
(b) Promptly after receipt of any Letter of Credit Application, the applicable Fronting Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such Fronting Bank will provide the Agent with a copy thereof. Unless such Fronting Bank has received written notice from any Revolving Credit Bank, the Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in §13 (or in the case of issuance or amendment on the Closing Date, contained in §12) shall not then be satisfied, then, subject to the terms and conditions hereof, such Fronting Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Wholly-owned Subsidiary or Partially-Owned Entity) or enter into the applicable amendment, as the case may be, in each case in accordance with such Fronting Bank’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Fronting Bank a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Bank’s Commitment Percentage times the amount of such Letter of Credit.
(c) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, such Fronting Bank will also deliver to the Borrower and the Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Boston Properties LTD Partnership)
Letter of Credit Applications; Procedures for Issuance and Amendment of Letters of Credit. (a) Each Letter of Credit shall be issued or amended, as the case may be, by a single Fronting Bank upon the request of the Borrower delivered to such Fronting Bank (with a copy to the Agent) in the form of a Letter of Credit Application completed to the reasonable satisfaction of the Agent and such Fronting Bank; provided that all requests for Letters of Credit denominated in an Alternative Currency shall, in the first instance, be directed to Bank of America, in its capacity as a Fronting Bank, and, if Bank of America declines to issue a Letter of Credit denominated in an Alternative Currency, the Borrower may then deliver a request for such Letter of Credit denominated in an Alternative Currency to another Fronting Bank; provided further that there shall not be more than one Fronting Bank, in addition to Bank of America, with Letters of Credit outstanding in an Alternative Currency at any time. A Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable Fronting Bank, by personal delivery or by any other means acceptable to such Fronting Bank. In the event that any provision of any Issuer Document shall be inconsistent with any provision of this Agreement, then the provisions of this Agreement shall, to the extent of any such inconsistency, govern. Such Letter of Credit Application must be received by the applicable Fronting Bank and the Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Agent and such Fronting Bank may agree in 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 a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable Fronting Bank: (i) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (ii) the amount and currency thereof; (iii) the expiry date thereof; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by such beneficiary in case of any drawing thereunder; (vi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (vii) the purpose and nature of the requested Letter of Credit; and (viii) such other matters as such Fronting Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable Fronting Bank (i) the Letter of Credit to be amended; (ii) the proposed date of amendment thereof (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as such Fronting Bank may reasonably require. In the event that after giving effect to the requested issuance or amendment of a Letter of Credit, Consolidated Total Indebtedness will exceed 60% (without exceeding 65%) of Consolidated Total Adjusted Asset Value (with Consolidated Total Indebtedness and Consolidated Total Adjusted Asset Value being adjusted as set forth in §10.1) or Unsecured Consolidated Total Indebtedness will exceed 60% (without exceeding 65%) of Consolidated Unencumbered Asset Value (with Unsecured Consolidated Total Indebtedness and Consolidated Unencumbered Asset Value being adjusted as set forth in §10.4), then the Borrower shall also deliver to the Agent the certificate attached hereto as Exhibit G, in accordance with §§10.1 and 10.4. Additionally, the Borrower shall furnish to the applicable Fronting Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such Fronting Bank or the Agent may reasonably require. Each request for the issuance of, extension of the expiry date of, or increase of the amount of a Letter of Credit made pursuant to §3.1 on and as of the Closing Date shall constitute a representation and warranty by the Borrower that the conditions set forth in §12 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the Required Revolving Credit Banks) as of the Closing Date. Each request for the issuance of, extension of the expiry date of, or increase of the amount of a Letter of Credit made pursuant to §3.1 after the Closing Date shall constitute a representation and warranty by the Borrower that the conditions set forth in §13 have been satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the Required Revolving Credit Banks) on the date of such request and will be satisfied (except to the extent any such condition has been waived and/or deferred in writing by the Agent and the Required Revolving Credit Banks) on the proposed date of issuance, extension, increase or renewal of such Letter of Credit, provided that the making of such representation and warranty by the Borrower shall not limit the right of any Fronting Bank not to issue any Letter of Credit if such conditions have not been met.
(b) Promptly after receipt of any Letter of Credit Application, the applicable Fronting Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such Fronting Bank will provide the Agent with a copy thereof. Unless such Fronting Bank has received written notice from any Revolving Credit Bank, the Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in §13 (or in the case of issuance or amendment on the Closing Date, contained in §12) shall not then be satisfied, then, subject to the terms and conditions hereof, such Fronting Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Wholly-owned Subsidiary or Partially-Owned Entity) or enter into the applicable amendment, as the case may be, in each case in accordance with such Fronting Bank’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Fronting Bank a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Bank’s Commitment Percentage times the amount of such Letter of Credit.
(c) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, such Fronting Bank will also deliver to the Borrower and the Agent a true and complete copy of such Letter of Credit or amendment.drawing
Appears in 1 contract
Samples: Credit Agreement (Boston Properties LTD Partnership)
