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 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 such Letter of Credit, the reimbursement obligation of Reseller with respect thereto, and any guaranty thereof or collateral therefor. Each Lender’s (including Letter of Credit Issuer’s) pro-rata undivided interest shall be the same as its Pro-Rata Share of the Aggregate Revolving Loan Facility. 3.4.3. Subject to the terms below, the expiration date of any Letter of Credit will not be later than the earlier of (a) the first anniversary of the date of issuance or (b) a Business Day that is not later than the date which is 25 days prior to the Termination Date; provided, however, that the expiration date for a Letter of Credit may be later than such date if Letter of Credit Issuer and Administrative Agents each consent to such issuance and Reseller provides to Letter of Credit Issuer at the time of issuance cash collateral satisfactory to Letter of Credit Issuer and Administrative Agents as security for Reseller’s obligation to reimburse Letter of Credit Issuer for 105% of all draws and expenses thereunder (“Cash Collateral”). The Cash Collateral is a part of the Collateral. Reseller agrees that (a) should Letter of Credit Issuer not qualify as a “Lender” upon the Effective Date, or (b) if a Letter of Credit has been issued and the Aggregate Revolving Loan Facility is subsequently terminated or the Letter of Credit Facility is subsequently terminated or a Termination Date will occur so that the expiry of such Letter of Credit(s) is beyond the Termination Date, then Reseller shall, (i) on the Effective Date in the case of clause (a) above, or (ii) within five Business Days prior to the Termination Date in the case of clause (b) above, provide Letter of Credit Issuer with Cash Collateral. In the case of clause (a) above, such Cash Collateral shall be released and refunded to Reseller on the date on which Letter of Credit Issuer becomes a Lender hereunder. Administrative Agents and Lenders shall be entitled to make one or more Revolving Loans to provide Cash Collateral if Reseller does not timely provide Cash Collateral and all such Revolving Loans shall be a part of the Loan Obligations secured by the Collateral. Letter of Credit Issuer shall hold Cash Collateral for the benefit of Lenders and Administrative Agents as security for the Letters of Credit and the other Loan Obligations in an account at Letter of Credit Issuer in the name of Letter of Credit Issuer. 3.4.4. Should Xxxxx Fargo Bank, N.A., resign as Letter of Credit Issuer and should any subsequent Letter of Credit Issuer subsequently resign as a Lender under the terms of this Agreement, then such Letter of Credit Issuer shall also resign as Letter of Credit Issuer and all Letter of Credit obligations then outstanding shall be assumed by Xxxxx Fargo Bank, N.A. and Xxxxx Fargo Bank, N.A. shall thereafter become Letter of Credit Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Gtsi Corp), Credit Agreement (Gtsi Corp)
Letter of Credit Facility. 3.4.1. Subject to the terms and conditions set forth hereinhereof, Letter the Issuing Lender agrees to issue one or more standby Letters of Credit Issuer will issue (including direct pay standby letters of credit and commercial (documentarycredit) letters of credit for the account of Reseller Borrower on any Business Day from the Closing Date through, but not including, the Revolving Facility Maturity Date in such form as may be approved from time to time from by the Effective Date Issuing Lender; provided, that the Issuing Lender shall have no obligation to and shall not issue any Letter of Credit if, after giving effect to such issuance, (a) the Termination Datesum of the all issued, but only if undrawn and unexpired Letters of Credit plus the Letter of Credit Exposure will not as a result of such issuance Obligations would exceed the least of (a) Twenty-One Million Five Million Hundred Thousand Dollars ($25,000,0001,500,000), or (b) the amount by which outstanding Aggregate Revolving Facility Obligations would exceed the Facility Cap. The Letters of Credit shall (i) be issued to support obligations of Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the Aggregate Revolving Loan Facility Limit exceeds ordinary course of business, (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 expire on a subordination agreement date satisfactory to Administrative Agents has been executed between Administrative Agents and the holder of such Other Creditor Indebtedness). At the request of ResellerIssuing Lender, 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 which date 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 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 such Letter of Credit, the reimbursement obligation of Reseller with respect thereto, and any guaranty thereof or collateral therefor. Each Lender’s (including Letter of Credit Issuer’s) pro-rata undivided interest shall be the same as its Pro-Rata Share of the Aggregate Revolving Loan Facility.
3.4.3. Subject to the terms below, the expiration date of any Letter of Credit will not be no later than the earlier of (aA) the first anniversary of one (1) year from the date of issuance or of the Letter of Credit (b) a Business Day that is not subject to automatic renewal of Letter of Credit issued by the Issuing Lender, at the sole and absolute option of the Issuing Lender, so long as such renewal periods terminate no later than the date which is 25 days fifth (5th) Business Day prior to the Termination Revolving Facility Maturity Date) and (B) the fifth (5th) Business Day prior to the Revolving Facility Maturity Date; provided, however, that the expiration date for a Letter of Credit may be expire up to (but not later than such date if than) one (1) year beyond the Revolving Facility Maturity Date so long as Borrower cash collateralizes one hundred five-percent (105%) of the face amount of each issued, undrawn and unexpired Letter of Credit Issuer no later than thirty (30) days prior to the Revolving Facility Maturity Date on terms and Administrative Agents each consent conditions acceptable to such issuance the Issuing Lender in its sole discretion, and Reseller provides (iii) be subject to the UCP600 and, to the extent not inconsistent therewith, the laws of the State of Maryland. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit Issuer at the time of hereunder if such issuance cash collateral satisfactory to Letter of Credit Issuer and Administrative Agents as security for Reseller’s obligation to reimburse Letter of Credit Issuer for 105% of all draws and expenses thereunder (“Cash Collateral”). The Cash Collateral is a part of the Collateral. Reseller agrees that (a) should Letter of Credit Issuer not qualify as a “Lender” upon the Effective Datewould conflict with, or (b) if a Letter of Credit has been issued cause the Issuing Lender or any Lender to exceed any limits imposed by, any Applicable Law. References herein to “issue” and the Aggregate Revolving Loan Facility is subsequently terminated or the Letter of Credit Facility is subsequently terminated or a Termination Date will occur so that the expiry of such Letter of Credit(s) is beyond the Termination Date, then Reseller shall, (i) on the Effective Date in the case of clause (a) above, or (ii) within five Business Days prior derivations thereof with respect to the Termination Date in the case of clause (b) above, provide Letter of Credit Issuer with Cash Collateral. In the case of clause (a) above, such Cash Collateral shall be released and refunded to Reseller on the date on which Letter of Credit Issuer becomes a Lender hereunder. Administrative Agents and Lenders shall be entitled to make one or more Revolving Loans to provide Cash Collateral if Reseller does not timely provide Cash Collateral and all such Revolving Loans shall be a part of the Loan Obligations secured by the Collateral. Letter of Credit Issuer shall hold Cash Collateral for the benefit of Lenders and Administrative Agents as security for the Letters of Credit and shall also include extensions or modifications of any existing Letters of Credit, unless the other Loan Obligations in an account at Letter of Credit Issuer in context otherwise requires.”
(l) Article II is amended to add the name of Letter of Credit Issuer.
3.4.4. Should Xxxxx Fargo Bank, N.A., resign as Letter of Credit Issuer and should any subsequent Letter of Credit Issuer subsequently resign following as a Lender under the terms of this Agreement, then such Letter of Credit Issuer shall also resign as Letter of Credit Issuer and all Letter of Credit obligations then outstanding shall be assumed by Xxxxx Fargo Bank, N.A. and Xxxxx Fargo Bank, N.A. shall thereafter become Letter of Credit Issuer.new Section 2.16:
Appears in 2 contracts
Samples: Revolving Credit, Delayed Draw Term Loan and Security Agreement (Sweetgreen, Inc.), Revolving Credit, Delayed Draw Term Loan and Security Agreement (Sweetgreen, Inc.)
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 (ED) 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 (ED) 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 the 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 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 such Letter of Credit, the reimbursement obligation of Reseller with respect thereto, and any guaranty thereof or collateral therefor. Each Lender’s (including Letter of Credit Issuer’s) pro-rata undivided interest shall be the same as its Pro-Rata Share of the Aggregate Revolving Loan Facility.
3.4.3. Subject to the terms below, the expiration date of any Letter of Credit will not be later than the earlier of (a) the first anniversary of the date of issuance or (b) a Business Day that is not later than the date which is 25 days prior to the Termination Date; provided, however, that the expiration date for a Letter of Credit may be later than such date if Letter of Credit Issuer and Administrative Agents each consent to such issuance and Reseller provides to Letter of Credit Issuer at the time of issuance cash collateral satisfactory to Letter of Credit Issuer and Administrative Agents as security for Reseller’s obligation to reimburse Letter of Credit Issuer for 105% of all draws and expenses thereunder (“Cash CollateralCASH COLLATERAL”). The Cash Collateral is a part of the Collateral. Reseller agrees that (a) should Letter of Credit Issuer not qualify as a “Lender” upon the Effective Date, or (b) if a Letter of Credit has been issued and the Aggregate Revolving Loan Facility is subsequently terminated or the Letter of Credit Facility is subsequently terminated or a Termination Date will occur so that the expiry of such Letter of Credit(s) is beyond the Termination Date, then Reseller shall, (i) on the Effective Date in the case of clause (a) above, or (ii) within five Business Days prior to the Termination Date in the case of clause (b) above, provide Letter of Credit Issuer with Cash Collateral. In the case of clause (a) above, such Cash Collateral shall be released and refunded to Reseller on the date on which Letter of Credit Issuer becomes a Lender hereunder. Administrative Agents and Lenders shall be entitled to make one or more Revolving Loans to provide Cash Collateral if Reseller does not timely provide Cash Collateral and all such Revolving Loans shall be a part of the Loan Obligations secured by the Collateral. Letter of Credit Issuer shall hold Cash Collateral for the benefit of Lenders and Administrative Agents as security for the Letters of Credit and the other Loan Obligations in an account at Letter of Credit Issuer in the name of Letter of Credit Issuer.
3.4.4. Should Xxxxx Fargo Bank, N.A., resign as Letter of Credit Issuer and should any subsequent Letter of Credit Issuer subsequently resign as a Lender under the terms of this Agreement, then such Letter of Credit Issuer shall also resign as Letter of Credit Issuer and all Letter of Credit obligations then outstanding shall be assumed by Xxxxx Fargo Bank, N.A. and Xxxxx Fargo Bank, N.A. shall thereafter become Letter of Credit Issuer.
Appears in 1 contract
Samples: Credit Agreement (Gtsi Corp)
Letter of Credit Facility. 3.4.1SECTION 3.1 Issuance of Letters of Credit; Existing Letters of -------------------------------------------------- Credit. ------
(a) Issuance of Letters of Credit. Subject to the terms and ----------------------------- conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth hereinin Section 3.5, Letter of Credit Issuer will agrees to issue standby letters of ----------- credit and commercial (documentary"Letters of Credit") letters of credit for the account of Reseller the Borrowers on any Business ----------------- Day from the Closing Date through but not including the Termination Date in such form as may be approved from time to time from by the Effective Date Issuing Lender; provided, that -------- the Issuing Lender shall have no obligation 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 issue:
(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 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 such Letter of Credit, the reimbursement obligation of Reseller with respect thereto, and any guaranty thereof or collateral therefor. Each Lender’s (including Letter of Credit Issuer’s) pro-rata undivided interest shall be the same as its Pro-Rata Share of the Aggregate Revolving Loan Facility.
3.4.3. Subject to the terms below, the expiration date of any Letter of Credit will not if, after giving effect to such issuance, the L/C Obligations on the proposed Issuance Date would exceed the maximum aggregate L/C Obligations permitted to be outstanding pursuant to Section 3.3 on such proposed Issuance Date; -----------
(ii) any Letter of Credit having an expiration date later than the earlier of (ax) the first anniversary of one (1) year from the date of issuance or and (by) a the Business Day that is not later than next preceding the date which is 25 days prior to the Termination Final Maturity Date; provided, however, that the expiration date for a ;
(iii) any Letter of Credit may be later denominated in a currency other than such date if Dollars;
(iv) any Letter of Credit Issuer if a default of any Lender's obligation to fund its participation under Section 3.5 exists, unless the ----------- Administrative Agent and Administrative Agents each consent the Issuing Lender have entered into satisfactory arrangements with the applicable Borrower to eliminate the Issuing Lender's risk with respect to such issuance and Reseller provides Lender, including cash collateralization of such Lender's Pro Rata Share of the L/C Obligations to secure such obligations of such Lender; or
(v) any Letter of Credit Issuer at the time of issuance cash collateral satisfactory to Letter of Credit Issuer and Administrative Agents as security for Reseller’s obligation to reimburse Letter of Credit Issuer for 105% of all draws and expenses thereunder (“Cash Collateral”). The Cash Collateral is a part of the Collateral. Reseller agrees that (a) should Letter of Credit Issuer not qualify as a “Lender” upon the Effective Date, or (b) if a Letter of Credit has been issued and the Aggregate Revolving Loan Facility is subsequently terminated or the Letter of Credit Facility is subsequently terminated or a Termination Date will occur so that the expiry of such Letter of Credit(s) is beyond the Termination Date, then Reseller shall, (i) on the Effective Date in the case of clause (a) above, or (ii) within five Business Days prior to the Termination Date in the case of clause (b) above, provide Letter of Credit Issuer with Cash Collateral. In the case of clause (a) above, such Cash Collateral shall be released and refunded to Reseller on the date on which Letter of Credit Issuer becomes a Lender hereunder. Administrative Agents and Lenders shall be entitled to make one or more Revolving Loans to provide Cash Collateral if Reseller does not timely provide Cash Collateral and all such Revolving Loans shall be a part of the Loan Obligations secured by the Collateral. Letter of Credit Issuer shall hold Cash Collateral for the benefit of Lenders and Administrative Agents as security for the Letters of Credit and the other Loan Obligations in an account at Letter of Credit Issuer in the name of Letter of Credit Issuer.
3.4.4. Should Xxxxx Fargo Bank, N.A., resign as Letter of Credit Issuer and should any subsequent Letter of Credit Issuer subsequently resign as a Lender under the terms of this Agreement, then unless such Letter of Credit Issuer shall also resign as is issued for the sole purpose of replacing, extending or renewing an Existing Letter of Credit Issuer and all (or any replacement, renewal or extension thereof issued hereunder) without increasing the then stated amount of such Existing Letter of Credit obligations then outstanding shall be assumed by Xxxxx Fargo Bank(or such replacement, N.A. and Xxxxx Fargo Bank, N.A. shall thereafter become renewal or extension) Each Letter of Credit Issuerwill be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any Lender to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires; provided that no such -------- modification shall increase the stated amount of any such Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Planvista Corp)
Letter of Credit Facility. 3.4.1. Subject to the terms and conditions set forth hereinhereof, Letter the Issuing Lender agrees to issue one or more standby Letters of Credit Issuer will issue (including direct pay standby letters of credit and commercial (documentarycredit) letters of credit for the account of Reseller Borrower on any Business Day from the Closing Date through, but not including, the Revolving Facility Maturity Date in such form as may be approved from time to time from by the Effective Date Issuing Lender; provided, that the Issuing Lender shall have no obligation to and shall not issue any Letter of Credit if, after giving effect to such issuance, (a) the Termination Datesum of all issued, but only if undrawn and unexpired Letters of Credit plus the Letter of Credit Exposure will not as a result of such issuance Obligations would exceed the least of (a) Twenty-Three Million Five Million Hundred Thousand Dollars ($25,000,0003,500,000), or (b) the amount by which outstanding Aggregate Revolving Facility Obligations would exceed the Facility Cap. The Letters of Credit shall (i) be issued to support obligations of Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the Aggregate Revolving Loan Facility Limit exceeds ordinary course of business, (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 expire on a subordination agreement date satisfactory to Administrative Agents has been executed between Administrative Agents and the holder of such Other Creditor Indebtedness). At the request of ResellerIssuing Lender, 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 which date 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 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 such Letter of Credit, the reimbursement obligation of Reseller with respect thereto, and any guaranty thereof or collateral therefor. Each Lender’s (including Letter of Credit Issuer’s) pro-rata undivided interest shall be the same as its Pro-Rata Share of the Aggregate Revolving Loan Facility.
3.4.3. Subject to the terms below, the expiration date of any Letter of Credit will not be no later than the earlier of (aA) the first anniversary of one (1) year from the date of issuance or of the Letter of Credit (b) a Business Day that is not subject to automatic renewal of Letter of Credit issued by the Issuing Lender, at the sole and absolute NYACTIVE-22184855.5 option of the Issuing Lender, so long as such renewal periods terminate no later than the date which is 25 days fifth (5th) Business Day prior to the Termination Revolving Facility Maturity Date) and (B) the fifth (5th) Business Day prior to the Revolving Facility Maturity Date; provided, however, that the expiration date for a Letter of Credit may be expire up to (but not later than such date if than) one (I) year beyond the Revolving Facility Maturity Date so long as Borrower cash collateralizes one hundred five-percent (105%) of the face amount of each issued, undrawn and unexpired Letter of Credit Issuer and Administrative Agents each consent to such issuance and Reseller provides to Letter of Credit Issuer at the time of issuance cash collateral satisfactory to Letter of Credit Issuer and Administrative Agents as security for Reseller’s obligation to reimburse Letter of Credit Issuer for 105% of all draws and expenses thereunder (“Cash Collateral”). The Cash Collateral is a part of the Collateral. Reseller agrees that (a) should Letter of Credit Issuer not qualify as a “Lender” upon the Effective Date, or (b) if a Letter of Credit has been issued and the Aggregate Revolving Loan Facility is subsequently terminated or the Letter of Credit Facility is subsequently terminated or a Termination Date will occur so that the expiry of such Letter of Credit(s) is beyond the Termination Date, then Reseller shall, (i) on the Effective Date in the case of clause (a) above, or (ii) within five Business Days prior to the Termination Date in the case of clause (b) above, provide Letter of Credit Issuer with Cash Collateral. In the case of clause (a) above, such Cash Collateral shall be released and refunded to Reseller on the date on which Letter of Credit Issuer becomes a Lender hereunder. Administrative Agents and Lenders shall be entitled to make one or more Revolving Loans to provide Cash Collateral if Reseller does not timely provide Cash Collateral and all such Revolving Loans shall be a part of the Loan Obligations secured by the Collateral. Letter of Credit Issuer shall hold Cash Collateral for the benefit of Lenders and Administrative Agents as security for the Letters of Credit and the other Loan Obligations in an account at Letter of Credit Issuer in the name of Letter of Credit Issuer.
3.4.4. Should Xxxxx Fargo Bank, N.A., resign as Letter of Credit Issuer and should any subsequent Letter of Credit Issuer subsequently resign as a Lender under the terms of this Agreement, then such Letter of Credit Issuer shall also resign as Letter of Credit Issuer and all Letter of Credit obligations then outstanding shall be assumed by Xxxxx Fargo Bank, N.A. and Xxxxx Fargo Bank, N.A. shall thereafter become Letter of Credit Issuer.no later than thirty
Appears in 1 contract
Samples: Revolving Credit, Delayed Draw Term Loan and Security Agreement (Sweetgreen, Inc.)
