Letter of Credit Facility. (i) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:
(A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or
(B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance accept...
Letter of Credit Facility. (a) From time to time, so long as no Event of Default exists and so long as after giving effect to the issuance of the Letter of Credit the aggregate outstanding Revolving Credit Loans do not exceed the Revolving Credit Commitment, the Agent, as issuer agrees to issue for the account of Borrower Letters of Credit, in form and substance satisfactory to Agent in accordance with its usual and customary practice.
(b) The aggregate outstanding amount of all Letters of Credit issued pursuant hereto shall at no time exceed a face amount equal to Three Million Dollars ($3,000,000).
(c) The Letters of Credit issued pursuant hereto shall be governed by the terms of this Agreement and by the Letter of Credit Documents, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders at the time of the issuance, extension or renewal thereof.
(d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal to the customary fees charged by such issuer in connection with the issuance of Letters of Credit, payable upon issuance of each Letter of Credit.
(e) Borrower hereby agrees to pay to Agent, as issuer, on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges of Agent, as issuer in connection with letters of credit as described in the Letter of Credit Documents as in effect from time to time.
(f) Borrower hereby agrees to pay to Agent on behalf of Lenders, on demand, letter of credit fees as follows:
(i) for trade letters of credit, an annual fee equal to one percent (1%) of the face amount of the issued trade letters of credit, and (ii) for standby letters of credit, an annual fee equal to two percent (2%) of the face amount of the issued standby letters of credit, such fees shall be payable quarterly in arrears.
Letter of Credit Facility. (1) On the terms and subject to the conditions set forth herein, the Issuing Bank shall from time to time from and after the Effective Date issue its letters of credit (individually, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Company in an aggregate amount at any one time outstanding not to exceed the L/C Credit Limit. Each Letter of Credit shall be requested by the Company by delivery to the Issuing Bank of a duly executed Letter of Credit Application, with a copy to the Administrative Agent, accompanied by all other documents, instruments and agreements as the Issuing Bank may reasonably require (the “L/C Documents”). The Issuing Bank shall issue the requested Letter of Credit, subject to the terms and conditions of this Credit Agreement, upon approval of the form thereof, including, without limitation, the form of drafts and statements to accompany any drawing thereunder. No Letter of Credit shall have a stated expiration date (or provide for the extension of such stated expiration date or the issuance of any replacement therefor) later than the regularly scheduled Revolving Facility Maturity Date.
(2) Effective as of the Effective Date, all “Letters of Credit” outstanding under the Existing Credit Agreement shall automatically be deemed to be Letters of Credit outstanding hereunder for all purposes of this Credit Agreement and the other Loan Documents and the Lenders hereunder, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided interest therein and all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. Upon the issuance of each Letter of Credit on and after the Effective Date, the Lenders, including the Issuing Bank in its capacity as a Lender, shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares.
(3) Any drawing under any Letter of Credit (each, a “L/C Drawing”) shall be payable in full by the Company on the date of such L/C Drawing. The Lenders, including the Issuing Bank in its capacity as a Lender, hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and take from the Issuing Bank their respective Percentage Shares by payment to the Issuing Bank through t...
Letter of Credit Facility. 23 SECTION 3.1 L/C Commitment......................................... 23 SECTION 3.2 Procedure for Issuance of Letters of Credit............ 23 SECTION 3.3
Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Article IV, the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters of credit denominated in Dollars or in any Agreed Currency for the account of Brightpoint or BPI, on terms as are satisfactory to such Issuing Lender; provided, however, that no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Cre...
Letter of Credit Facility. Section 3.1
Letter of Credit Facility. 2.3.1. Issuance of Letters of Credit
(a) Each Borrower acknowledges that Issuing Bank's willingness to issue any Letter of Credit is conditioned upon Issuing Bank's receipt of a LC Application with respect to the requested Letter of Credit, as well as such other instruments and agreements as Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount. Issuing Bank shall have no obligation to issue any Letter of Credit unless (i) Issuing Bank receives a LC Request and LC Application at least three Business Days prior to the requested date of issuance; and (ii) each LC Condition is satisfied. If Issuing Bank receives written notice from a Lender at least one Business Day before issuance of a Letter of Credit that any LC Condition has not been satisfied, Issuing Bank shall have no obligation to issue the requested Letter of Credit (or any other) until such notice is withdrawn in writing by that Lender or until Required Lenders have waived such condition in accordance with this Agreement. Prior to receipt of any such notice, Issuing Bank shall not be deemed to have knowledge of any failure of LC Conditions.
(b) Letters of Credit may be requested by a U.S. Borrower only (i) to support obligations of such Borrower incurred in the Ordinary Course of Business; or (ii) for other purposes as Agent and Lenders may approve from time to time in writing. The renewal or extension of any Letter of Credit shall be treated as the issuance of a new Letter of Credit, except that delivery of a new LC Application shall be required at the discretion of Issuing Bank.
(c) Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary. In connection with issuance of any Letter of Credit, no Credit Party shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person i...
Letter of Credit Facility. 3.4.1. Subject to the terms and conditions set forth herein, Letter of Credit Issuer will issue standby letters of credit and commercial (documentary) letters of credit for the account of Reseller from time to time from the Effective Date to the Termination Date, but only if the Letter of Credit Exposure will not as a result of such issuance exceed the least of (a) Twenty-Five Million Dollars ($25,000,000), (b) the amount by which (i) the Aggregate Revolving Loan Facility Limit exceeds (ii) the sum of (A) the outstanding principal amount of the Aggregate Revolving Loans, plus (B) the outstanding principal amount of the Swingline Loans, (c) the amount by which (i) the Total Facility Limit exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of the Swingline Loans, plus (E) the outstanding principal amount of the Aggregate Revolving Loans, and (d) the amount by which (i) the Borrowing Base exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of the Aggregate Revolving Loans, plus (E) the outstanding principal amount of the Swingline Loans, plus (E) the amount of the Other Creditor Indebtedness (unless a subordination agreement satisfactory to Administrative Agents has been executed between Administrative Agents and the holder of such Other Creditor Indebtedness). At the request of Reseller, Letter of Credit Issuer together with Administrative Agents and the Lenders will consider in their sole discretion, the increase of the Letter of Credit Exposure to an amount in excess of Twenty-Five Million Dollars ($25,000,000), provided that such increase shall not increase the Aggregate Revolving Loan Facility Limit.
3.4.2. On the Effective Date, Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender, and such other Lender shall be deemed to have purchased and received from Letter of Credit Issuer, a pro-rata undivided interest and participation in each Letter of Credit listed on Schedule 3.4.2, the reimbursement obligation of Reseller with respect thereto, and any guaranty thereof or collateral therefor. After the Effective Date, immediately upon the issuance by Letter of Credit Issuer of a Letter of Credit in accordance with the terms and conditions of this Agreement, Letter of Credit Issuer sh...
Letter of Credit Facility. Upon the terms and conditions (including, without limitation, the right of the Agent to decline to issue any Letter of Credit so long as any Default or Event of Default exists) and relying upon the representations and warranties contained in this Agreement, the Agent agrees, during the Commitment Period, to issue Letters of Credit following the receipt not less than two Business Days prior to the requested date for issuance of the relevant Letter of Credit of a Letter of Credit Application executed by a Borrower; provided, however, (i) no Letter of Credit shall have an expiration date which is subsequent to the Commitment Termination Date, and (ii) the Agent shall not be obligated to issue any Letter of Credit if (A) the face amount thereof would exceed the Available Commitment, (B) the L/C Exposure would exceed $500,000, or (C) after giving effect to the issuance thereof, the L/C Exposure when added to the Loan Balance then outstanding, would exceed the lesser of the Commitment Amount or the Borrowing Base then in effect.
(a) Should the Agent be called upon by the beneficiary of any Letter of Credit to honor all or any portion of the commitment thereunder, whether upon presentation of drafts or otherwise, such payment by the Agent on account of such Letter of Credit shall be treated for all purposes as a Loan and a Borrowing on the Notes and each Lender agrees to advance its proportionate share thereof, and if a Default or an Event of Default then exists, the Borrowers shall pay to the Agent for the account of the Lenders on demand the amount of such Borrowing.
Letter of Credit Facility. At any time and from time to time from April 25, 2011 through the Business Day immediately prior to the Letter of Credit Facility Maturity Date, Bank shall issue for the account of Borrower such Letters of Credit as Borrower may request by delivering to Bank a duly executed letter of credit application on Bank’s standard form; provided, however, that the outstanding and undrawn amounts under all such Letters of Credit shall not at any time exceed the Letter of Credit Facility. Any drawn but unreimbursed amounts under any Letters of Credit shall be charged as Advances against the Revolving Line. All Letters of Credit shall be in form and substance acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s form application and letter of credit agreement. Borrower will pay any standard issuance and other fees that Bank notifies Borrower it will charge for issuing and processing Letters of Credit. If Borrower has not secured to Bank’s satisfaction its obligations with respect to any Letters of Credit by the Letter of Credit Facility Maturity Date, then, effective as of such date, the balance in any deposit accounts held by Bank and the certificates of deposit or time deposit accounts issued by Bank in Borrower’s name (and any interest paid thereon or proceeds thereof, including any amounts payable upon the maturity or liquidation of such certificates or accounts), shall automatically secure such obligations to the extent of the then continuing or outstanding and undrawn Letters of Credit. Borrower authorizes Bank to hold such balances in pledge and to decline to honor any drafts thereon or any requests by Borrower or any other Person to pay or otherwise transfer any part of such balances for so long as the Letters of Credit are outstanding or continue.
