Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Business Day immediately preceding April 30, 2013. (ii) No Issuing Bank shall be under any Obligation to make any L/C Credit Extension if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good xxxxx xxxxx material to it; (B) the making of such L/C Credit Extension would violate any Applicable Laws; (C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,000; (D) such L/C Credit Extension is to be denominated in a currency other than Dollars; (E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or (F) a default of any Lender’s obligations to fund under Section 2.03 exists, or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such Issuing Bank’s risk with respect to such Lender. (iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof. (iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 2 contracts
Samples: Credit Agreement (Allegheny Energy, Inc), Credit Agreement (Allegheny Energy, Inc)
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders Banks have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Domestic Business Day immediately preceding April 30, 2013the Commitment Termination Date.
(ii) No Issuing Bank shall be under any Obligation obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law, but if not having the force of law, being a request or directive which is generally complied with by comparable financial institutions) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, from the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such Issuing Bank in good xxxxx xxxxx faith reasonably deems material to it; provided, however, that in the event a Bank Party participating in the Letters of Credit is not affected by any such restriction, requirement or imposition, and is able to issue such Letter of Credit and expressly agrees in its sole discretion to issue such Letter of Credit, such Bank Party, subject to the consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, shall issue such Letter of Credit and shall be deemed the Issuing Bank with regard to such Letter of Credit for all purposes of this Agreement;
(B) the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,00025,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any LenderBank’s obligations to fund under Section 2.03 2.20 exists, or any Lender Bank is then a Defaulting LenderBank, unless unless, after giving effect to Section 2.19(a)(iv)) with respect to such Bank, such Issuing Bank has entered into satisfactory arrangements arrangements, including the delivery of Cash Collateral satisfactory to the Issuing Bank (in its sole discretion) with the Borrower or such Lender Bank to eliminate such Issuing Bank’s risk with respect to such Lenderrisk.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 2 contracts
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders Banks have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Domestic Business Day immediately preceding April 30, 2013the Commitment Termination Date.
(ii) No Issuing Bank shall be under any Obligation obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law, but if not having the force of law, being a request or directive which is generally complied with by comparable financial institutions) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, from the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Amendment Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Amendment Effective Date and which such Issuing Bank in good xxxxx xxxxx faith reasonably deems material to it; provided, however, that in the event a Bank Party participating in the Letters of Credit is not affected by any such restriction, requirement or imposition, and is able to issue such Letter of Credit and expressly agrees in its sole discretion to issue such Letter of Credit, such Bank Party, subject to the consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, shall issue such Letter of Credit and shall be deemed the Issuing Bank with regard to such Letter of Credit for all purposes of this Agreement;
(B) the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,00025,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any LenderBank’s obligations to fund under Section 2.03 2.20 exists, or any Lender Bank is then a Defaulting LenderBank, unless unless, after giving effect to Section 2.19(a)(iv)) with respect to such Bank, such Issuing Bank has entered into satisfactory arrangements arrangements, including the delivery of Cash Collateral satisfactory to the Issuing Bank (in its sole discretion) with the Borrower or such Lender Bank to eliminate such Issuing Bank’s risk with respect to such Lenderrisk.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 2 contracts
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Business Day immediately next preceding April 30, 2013the fifth anniversary of the Closing Date.
(ii) No Issuing Bank shall be under any Obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good xxxxx xxxxx material to it;; 42 AESC Credit Agreement
(B) the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any Revolving Lender’s obligations to fund under Section 2.03 exists, or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate such Issuing Bank’s risk with respect to such Revolving Lender.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders Banks have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Domestic Business Day immediately preceding April 30, 2013the Commitment Termination Date.
(iii) No Issuing Bank shall be under any Obligation obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law, but if not having the force of law, being a request or directive which is generally complied with by comparable financial institutions) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, from the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such Issuing Bank in good xxxxx xxxxx faith reasonably deems material to it; provided, however, that in the event a Bank Party participating in the Letters of Credit is not affected by any such restriction, requirement or imposition, and is able to issue such Letter of Credit and expressly agrees in its sole discretion to issue such Letter of Credit, such Bank Party, subject to the consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, shall issue such Letter of Credit and shall be deemed the Issuing Bank with regard to such Letter of Credit for all purposes of this Agreement;
(B) the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,00025,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any LenderBank’s obligations to fund under Section 2.03 2.20 exists, or any Lender Bank is then a Defaulting LenderBank, unless unless, after giving effect to Section 2.19(a)(iv)) with respect to such Bank, such Issuing Bank has entered into satisfactory arrangements arrangements, including the delivery of Cash Collateral satisfactory to the Issuing Bank (in its sole discretion) with the Borrower or such Lender Bank to eliminate such Issuing Bank’s risk with respect to such Lenderrisk.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(ivii) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders Banks have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Domestic Business Day immediately preceding April 30, 2013the Commitment Termination Date. An Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate such Issuing Bank’s internal policies.
(ii) No Issuing Bank shall be under any Obligation obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law, but if not having the force of law, being a request or directive which is generally complied with by comparable financial institutions) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, from the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Amendment Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Amendment Effective Date and which such Issuing Bank in good xxxxx xxxxx faith reasonably deems material to it; provided, however, that in the event a Bank Party participating in the Letters of Credit is not affected by any such restriction, requirement or imposition, and is able to issue such Letter of Credit and expressly agrees in its sole discretion to issue such Letter of Credit, such Bank Party, subject to the consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, shall issue such Letter of Credit and shall be deemed the Issuing Bank with regard to such Letter of Credit for all purposes of this Agreement;
(B) the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,00025,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any LenderBank’s obligations to fund under Section 2.03 2.20 exists, or any Lender Bank is then a Defaulting LenderBank, unless unless, after giving effect to Section 2.19(a)(iv)) with respect to such Bank, such Issuing Bank has entered into satisfactory arrangements arrangements, including the delivery of Cash Collateral satisfactory to the Issuing Bank (in its sole discretion) with the Borrower or such Lender Bank to eliminate such Issuing Bank’s risk with respect to such Lenderrisk.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders Banks have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Domestic Business Day immediately preceding April 30, 2013the Commitment Termination Date. An Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate such Issuing Bank’s internal policies.
(iii) No Issuing Bank shall be under any Obligation obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law, but if not having the force of law, being a request or directive which is generally complied with by comparable financial institutions) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, from the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Amendment Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Amendment Effective Date and which such Issuing Bank in good xxxxx xxxxx faith reasonably deems material to it; provided, however, that in the event a Bank Party participating in the Letters of Credit is not affected by any such restriction, requirement or imposition, and is able to issue such Letter of Credit and expressly agrees in its sole discretion to issue such Letter of Credit, such Bank Party, subject to the consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, shall issue such Letter of Credit and shall be deemed the Issuing Bank with regard to such Letter of Credit for all purposes of this Agreement;
(B) the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,00025,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any LenderBank’s obligations to fund under Section 2.03 2.20 exists, or any Lender Bank is then a Defaulting LenderBank, unless unless, after giving effect to Section 2.19(a)(iv)) with respect to such Bank, such Issuing Bank has entered into satisfactory arrangements arrangements, including the delivery of Cash Collateral satisfactory to the Issuing Bank (in its sole discretion) with the Borrower or such Lender Bank to eliminate such Issuing Bank’s risk with respect to such Lenderrisk.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(ivii) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Letters of Credit Generally. (a) Subject to and upon the terms and conditions set forth herein, any Revolving Borrower may request that an Issuing Lender in its individual capacity issue, at any time and from time to time on and after the Effective Date and prior to the 5th day (or, in the case of trade Letters of Credit, the 30th day) prior to the Revolving Loan Maturity Date, for the account of such Revolving Borrower, (i) No an irrevocable sight standby letter of credit in a form customarily used by such Issuing Bank Lender, or in such other form as has been approved by such Issuing Lender, in support of such obligations of Silgan or any of its Subsidiaries as may be requested by the respective Revolving Borrower (other than obligations in respect of any Indebtedness that is subordinated to the Obligations or capital stock) and subject to ISP98 as set forth in the Letter of Credit application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York, and (ii) an irrevocable sight trade letter of credit in a form customarily used by such Issuing Lender, or in such other form as has been approved by such Issuing Lender, in support of commercial transactions of any Revolving Borrower or any of its Subsidiaries and subject to the Uniform Customs as set forth in the Letter of Credit application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York (each letter of credit issued pursuant to this Section 3.01(a), together with each letter of credit described in the immediately succeeding sentence, a “Letter of Credit”). It is hereby acknowledged and agreed that each of the letters of credit described in Schedule II (the “Existing Letters of Credit”), which were issued by Xxxxx Fargo or its affiliates under the Existing Credit Agreement and remain outstanding on the Effective Date, shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Effective Date.
(b) Subject to and upon the terms and conditions set forth herein, each Issuing Lender hereby agrees that it will, at any time and from time to time on and after the Effective Date and prior to the 5th day (or, in the case of trade Letters of Credit, the 30th day) prior to the Revolving Loan Maturity Date, following its receipt of the respective Letter of Credit Request, issue for the account of the respective Revolving Borrower, one or more Letters of Credit; provided that no Issuing Lender shall be under any obligation to issue any Letter of Credit if at the expiry date time of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Business Day immediately preceding April 30, 2013.
issuance: (ii) No Issuing Bank shall be under any Obligation to make any L/C Credit Extension if:
(Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms purport to enjoin or restrain such Issuing Bank Lender from issuing such Letter of Credit, Credit or any Applicable Law requirement of law applicable to such Issuing Bank Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank Lender shall prohibit, or request that the such Issuing Bank Lender refrain from, the issuance of Letters letters of Credit credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank Lender with respect to such Letter of Credit any restriction, restriction or reserve or capital requirement (for which such Issuing Bank Lender is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on applicable, in effect or known to such Issuing Lender as of the Closing Effective Date and which such Issuing Bank Lender in good xxxxx xxxxx material to it;
(B) the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any Lender’s obligations to fund under Section 2.03 exists, or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such Issuing Bank’s risk with respect to such Lender.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.107 150546217_8170136845_8
Appears in 1 contract
Letters of Credit Generally. The following additional provisions shall apply to Letters of Credit:
(i) No Issuing Bank The Borrower shall issue any give the Administrative Agent at least three Business Days’ irrevocable prior notice (effective upon receipt) specifying the Business Day (which shall be no later than 30 days preceding the Maturity Date) each Letter of Credit if that the expiry date Borrower is requesting to be issued, the beneficiary and the account party or parties therefor and describing in reasonable detail the proposed terms of such requested Letter of Credit would occur after (including the Letter beneficiary thereof) and the nature of Credit Expiration Date, unless all the Lenders have approved obligations proposed to be supported thereby. Each such expiry date; provided that in no event notice shall be irrevocable and binding on the expiry date Borrower. Upon receipt of any requested Letter such notice, the Administrative Agent shall on the same day advise the Issuing Bank and each Bank of Credit occur on or after the Business Day immediately preceding April 30, 2013contents thereof.
(ii) No On each day during the period commencing with the issuance by the Issuing Bank of any Letter of Credit and until such Letter of Credit shall have expired or been terminated, each Bank’s Commitment shall be under any Obligation deemed to make any L/C Credit Extension if:
(A) any order, judgment or decree be utilized for all purposes of any Governmental Authority or arbitrator shall by this Agreement in an amount equal to its terms purport to enjoin or restrain such Issuing Bank from issuing Commitment Percentage in US Dollars of the then undrawn face amount of such Letter of Credit, or any Applicable Law subject to such Issuing the proviso in Section 2.03(a) hereof. Each Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that other than the Issuing Bank refrain fromBank) agrees that, upon the issuance of Letters any Letter of Credit generally or hereunder, it shall automatically acquire a participation in the Issuing Bank’s liability under such Letter of Credit in particular or an amount equal to its Commitment Percentage of such liability, and each such Bank (other than the Issuing Bank) thereby shall impose upon such absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the Issuing Bank to pay and discharge when due, its Commitment Percentage of the Issuing Bank’s liability under such Letter of Credit.
(iii) Upon receipt from the beneficiary of any Letter of Credit of any demand for payment under such Letter of Credit, the Issuing Bank shall promptly notify the Borrower and each Bank (in each case through the Administrative Agent) of the amount to be paid by the Issuing Bank as a result of such demand, the date on which payment is to be made by the Issuing Bank to such beneficiary in respect of such demand and the amount required by each Bank to reimburse the Issuing Bank, specifying such Bank’s Commitment Percentage of the amount of the related demand for payment. The amount of such payment shall be deemed to be a Loan to the Borrower, with an Interest Period of one month (unless otherwise selected by the Borrower pursuant to Section 4.05).
(iv) In respect of any Letter of Credit, each Bank having a Letter of Credit Liability with respect to such Letter of Credit any restriction(other than the Issuing Bank) shall, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good xxxxx xxxxx material to it;
(B) the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed demand by the Administrative Agent under clause (iii) above, pay to the Administrative Agent for the account of the Issuing Bank at an account specified by the Issuing Bank maintained with the Administrative Agent and in immediately available funds, the amount of its Commitment Percentage of any payment under such Letter of Credit upon notice by the Issuing Bank (through the Administrative Agent) to such Bank requesting such payment and specifying such amount. Such Bank’s obligation to make such payments to the Administrative Agent for account of the Issuing Bank under this clause (iv), and the Issuing Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, (x) the failure of any other Bank to make its payment under this clause (iv), the financial condition of the Borrower or any other Obligor (or any other account party), the existence of any Default or (y) the termination of the Commitments. Each such payment to the Issuing Bank shall be made without any offset, abatement, withholding or reduction whatsoever. If such Bank shall default in its obligation to make any such payment to the Administrative Agent for the account of the Issuing Bank, for so long as such default shall continue the Administrative Agent shall at the request of the Issuing Bank withhold from any payments received by the Administrative Agent under this Agreement or any Note for account of such Bank the amount so in default and the Administrative Agent shall pay the same to the Issuing Bank in satisfaction of such defaulted obligation.
(v) Except as provided in clauses (A) and (B) below, the Borrower agrees to pay to the Administrative Agent for account of each Bank in respect of each Letter of Credit issued for the Borrower an issuance fee in an amount equal, in the aggregate, to 3.0% per annum multiplied by the undrawn face amount of such Letter of Credit for the period from and including the date of issuance of such Letter of Credit to and including the date such Letter of Credit is drawn in an initial face amount less than $100,000;
full, expires or is terminated (D) such L/C Credit Extension is fee to be denominated non-refundable, to be paid in a currency other than Dollars;
arrears on each Quarterly Date and on the Commitment Termination Date and to be calculated, for any day, after giving effect to any payments made under (Eor cash collateral provided or EDC guarantee granted in respect of) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any Lender’s obligations to fund under Section 2.03 exists, or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such Issuing Bank’s risk with respect to such Lender.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit on such day); provided always that:
(A) for each Letter of Credit that is cash collateralized by the Borrower through a deposit in its amended form under an account acceptable to the terms hereofIssuing Bank of an amount equal to at least the full undrawn face amount of such Letter of Credit, or (B) the beneficiary per annum letter of credit fee for such cash collateralized Letter of Credit shall be an amount equal to 0.50% multiplied by the undrawn face amount of such Letter of Credit does not accept with effect from the proposed amendment date such Letter of Credit was cash collateralized, and
(B) for each Letter of Credit that is fully guaranteed by EDC on terms in form and substance acceptable to the Majority Banks, the per annum letter of credit fee for such guaranteed Letter of Credit shall be an amount equal to 0.75% multiplied by the undrawn face amount of such Letter of Credit with effect from the date such Letter of Credit was guaranteed by EDC, in each case, for the period such Letter of Credit is to be outstanding. The Administrative Agent shall pay to each Bank (other than the Issuing Bank), from time to time at reasonable intervals (but in any event at least on each Quarterly Date), but only to the extent actually received from or on behalf of the Borrower, an amount equal to such Bank’s Commitment Percentage of all such fees in respect of each Letter of Credit (including any such fee in respect of any period of any renewal or extension thereof).
(vi) Promptly following the end of each calendar month, each Issuing Bank shall deliver (through the Administrative Agent) to each Bank and the Borrower notice describing all Letters of Credit issued by the Issuing Bank outstanding at the end of such month. Upon the request of any Bank from time to time, each Issuing Bank shall deliver any other information in its possession reasonably requested by the Bank with respect to each Letter of Credit then outstanding and issued by the Issuing Bank.
(vii) The issuance of each Letter of Credit by the Issuing Bank shall, in addition to the conditions precedent set forth in SECTION 7 hereof, be subject to the conditions precedent that (A) such Letter of Credit shall support such transactions as are consistent with Section 9.14, be in such form and contain such terms as shall be satisfactory to the Issuing Bank, acting reasonably, consistent with its then current practices and procedures with respect to letters of credit of the same type and (B) the Borrower shall have executed and delivered such applications, agreements and other instruments relating to such Letter of Credit as the Issuing Bank shall have reasonably requested consistent with its then current practices and procedures with respect to letters of credit of the same type, provided that in the event of any conflict between any such application, agreement or other instrument and the provisions of this Agreement or any Security Document, the provisions of this Agreement and the Security Documents shall control.
(viii) In connection with any Letter of Credit, to the extent that any Bank fails to pay any amount required to be paid pursuant to clause (iv) of this Section 2.03(b) on the due date therefor, such Bank shall pay interest to the Issuing Bank (through the Administrative Agent) on such amount from and including such due date to but excluding the date such payment is made, during the period from and including such due date to but excluding the date three Business Days thereafter, at a rate per annum equal to the Eurodollar Rate (for three-month Eurodollar Loans) in an amount equal to the amount of such required payment (as in effect from time to time) plus the Applicable Margin plus Mandatory Costs, if any, plus 2%.
(ix) Without the prior written consent of the Issuing Bank, no Letter of Credit shall be issued in face amount of less than $500,000. As between the Borrower and the Issuing Bank, the Borrower assumes all risks for the acts and omissions of, or misuse of, the Letters of Credit by the respective beneficiaries of such Letter of Credit. The Borrower hereby indemnifies and holds harmless each Bank, the Issuing Bank and the Administrative Agent from and against any and all claims and damages, losses, liabilities, costs or expenses which such Bank, the Issuing Bank or the Administrative Agent may incur (or which may be claimed against such Bank, the Issuing Bank or the Administrative Agent by any Person whatsoever) by reason of or in connection with (1) any loss or expense incurred by such Bank or the Issuing Bank as a result of the Borrower’s failure to honor or fulfill, before the date specified for the issuance of any Letter of Credit, the applicable conditions set forth in Section 7 or this Section 2.03 if the Letter of Credit is not issued on that date because of that failure; and (2) the execution, delivery, issuance or transfer of or payment or refusal to pay by the Issuing Bank under any Letter of Credit; provided that the Borrower shall not be required to indemnify any Bank, the Issuing Bank or the Administrative Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of the Issuing Bank in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (y) the Issuing Bank’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Nothing in this Section 2.03 is intended to limit the other obligations of any Obligor, any Bank, the Issuing Bank or the Administrative Agent under this Agreement.
Appears in 1 contract
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders Banks have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Domestic Business Day immediately preceding April 30, 2013the Commitment Termination Date. An Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate such Issuing Bank’s internal policies.
(iii) No Issuing Bank shall be under any Obligation obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law, but if not having the force of law, being a request or directive which is generally complied with by comparable financial institutions) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, from the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing First Amendment Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing First Amendment Effective Date and which such Issuing Bank in good xxxxx xxxxx faith reasonably deems material to it; provided, however, that in the event a Bank Party participating in the Letters of Credit is not affected by any such restriction, requirement or imposition, and is able to issue such Letter of Credit and expressly agrees in its sole discretion to issue such Letter of Credit, such Bank Party, subject to the consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, shall issue such Letter of Credit and shall be deemed the Issuing Bank with regard to such Letter of Credit for all purposes of this Agreement;
(B) the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,00025,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any LenderBank’s obligations to fund under Section 2.03 2.20 exists, or any Lender Bank is then a Defaulting LenderBank, unless unless, after giving effect to Section 2.19(a)(iv)) with respect to such Bank, such Issuing Bank has entered into satisfactory arrangements arrangements, including the delivery of Cash Collateral satisfactory to the Issuing Bank (in its sole discretion) with the Borrower or such Lender Bank to eliminate such Issuing Bank’s risk with respect to such Lenderrisk.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(ivii) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Letters of Credit Generally. The Borrowers may request, in accordance with the provisions of this Section 3.1, that the Bank issue Letters of Credit for the account of the Borrowers. With respect to such Letters of Credit, (ia) No Issuing the Outstanding Letters of Credit Amounts may not at any time exceed the Letters of Credit Limit), (b) the Letters of Credit shall have an expiration date no later than the Letters of Credit Termination Date and (c) the aggregate of the principal amount of the Loans outstanding from the Bank shall issue (including the Outstanding Letters of Credit Amounts) may not exceed the Commitment then in effect. The issuance of any Letter of Credit in accordance with the provisions of this Section 3.1 shall be given effect in the calculation of and thereby reduce the remaining Commitment available for the Loans (and shall also be given effect in the calculation of and thus shall reduce the amount of the Commitment Fee payable pursuant to Section 2.14), and shall require the satisfaction of each condition set forth in Section 5.2 as if such issuance were the expiry date making of such requested a Loan. Each Letter of Credit would occur after may provide that the Bank may (but shall not be required to) pay the beneficiary thereof upon the occurrence of a Default or Event of Default and the acceleration of the maturity of the Loans or, if payment is not then due to the beneficiary, provide for the deposit of funds in an account to secure payment to the beneficiary and that any funds so deposited shall be paid to the beneficiary of the Letter of Credit Expiration Dateif conditions to such payment are satisfied or returned to the Bank for the benefit of the Bank (or, unless if all obligations of the Lenders Borrowers under this Agreement and the Note shall have approved such expiry date; provided that been indefeasibly paid in full, to the Borrowers) if no event shall payment to the expiry beneficiary has been made and the final date of any requested available for drawings under the Letter of Credit occur on has passed. Each such payment or after deposit of funds by the Business Day immediately preceding April 30, 2013.
(ii) No Issuing Bank shall be under any Obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree treated for all purposes of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good xxxxx xxxxx material to it;
(B) the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except this Agreement as otherwise agreed a drawing duly honored by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any Lender’s obligations to fund under Section 2.03 exists, or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such Issuing Bank’s risk with respect to such Lender.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such related Letter of Credit.
Appears in 1 contract
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Business Day immediately preceding April 30, 2013.
(ii) No Issuing Bank shall be under any Obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good xxxxx xxxxx faith deems material to it;
(B) the making xxx xxxxxx of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any Revolving Lender’s 's obligations to fund under Section 2.03 exists, or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower Borrowers or such Revolving Lender to eliminate such Issuing Bank’s 's risk with respect to such Revolving Lender.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders Banks have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Domestic Business Day immediately preceding April 30, 2013the Commitment Termination Date.
(ii) No Issuing Bank shall be under any Obligation obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law, but if not having the force of law, being a request or directive which is generally complied with by comparable financial institutions) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, from the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing First Amendment Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing First Amendment Effective Date and which such Issuing Bank in good xxxxx xxxxx faith reasonably deems material to it; provided, however, that in the event a Bank Party participating in the Letters of Credit is not affected by any such restriction, requirement or imposition, and is able to issue such Letter of Credit and expressly agrees in its sole discretion to issue such Letter of Credit, such Bank Party, subject to the consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, shall issue such Letter of Credit and shall be deemed the Issuing Bank with regard to such Letter of Credit for all purposes of this Agreement;
(B) the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,00025,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any LenderBank’s obligations to fund under Section 2.03 2.20 exists, or any Lender Bank is then a Defaulting LenderBank, unless unless, after giving effect to Section 2.19(a)(iv)) with respect to such Bank, such Issuing Bank has entered into satisfactory arrangements arrangements, including the delivery of Cash Collateral satisfactory to the Issuing Bank (in its sole discretion) with the Borrower or such Lender Bank to eliminate such Issuing Bank’s risk with respect to such Lenderrisk.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Business Day immediately next preceding April 30, 2013the fifth anniversary of the Closing Date.
(ii) No Issuing Bank shall be under any Obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good xxxxx xxxxx material to it;
(B) the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any Revolving Lender’s 's obligations to fund under Section 2.03 exists, or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower Borrowers or such Revolving Lender to eliminate such Issuing Bank’s 's risk with respect to such Revolving Lender.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Business Day immediately next preceding April 30, 2013the fifth anniversary of the Closing Date.
(ii) No Issuing Bank shall be under any Obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good xxxxx xxxxx faith deems material to it;
(B) the making of such maxxxx xx xxxh L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any Revolving Lender’s 's obligations to fund under Section 2.03 exists, or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate such Issuing Bank’s 's risk with respect to such Revolving Lender.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders Banks have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Domestic Business Day immediately preceding April 30, 2013the Commitment Termination Date.
(ii) No Issuing Bank shall be under any Obligation obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law, but if not having the force of law, being a request or directive which is generally complied with by comparable financial institutions) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, from the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such Issuing Bank in good xxxxx xxxxx faith reasonably deems material to it;
(B) ; provided, however, that in the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by event a Bank Party participating in the Administrative Agent and such Issuing Bank, such Letter Letters of Credit is in an initial face amount less than $100,000;
(D) not affected by any such L/C Credit Extension restriction, requirement or imposition, and is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any Lender’s obligations to fund under Section 2.03 exists, or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such Issuing Bank’s risk with respect to such Lender.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time able to issue such Letter of Credit and expressly agrees in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment sole discretion to issue such Letter of Credit., such Bank Party, subject to the
Appears in 1 contract
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Letters of Credit Generally. The following additional provisions shall apply to Letters of Credit:
(i) No Issuing Bank The Borrower shall issue any give the Administrative Agent at least three Business Days’ irrevocable prior notice (effective upon receipt) specifying the Business Day (which shall be no later than 30 days preceding the Maturity Date) each Letter of Credit if that the expiry date Borrower is requesting to be issued, the beneficiary and the account party or parties therefor and describing in reasonable detail the proposed terms of such requested Letter of Credit would occur after (including the Letter beneficiary thereof) and the nature of Credit Expiration Date, unless all the Lenders have approved obligations proposed to be supported thereby. Each such expiry date; provided that in no event notice shall be irrevocable and binding on the expiry date Borrower. Upon receipt of any requested Letter such notice, the Administrative Agent shall on the same day advise the Issuing Bank and each Bank of Credit occur on or after the Business Day immediately preceding April 30, 2013contents thereof.
(ii) No On each day during the period commencing with the issuance by the Issuing Bank of any Letter of Credit and until such Letter of Credit shall have expired or been terminated, each Bank’s Commitment shall be under any Obligation deemed to make any L/C Credit Extension if:
(A) any order, judgment or decree be utilized for all purposes of any Governmental Authority or arbitrator shall by this Agreement in an amount equal to its terms purport to enjoin or restrain such Issuing Bank from issuing Commitment Percentage in US Dollars of the then undrawn face amount of such Letter of Credit, or any Applicable Law subject to such Issuing the proviso in Section 2.03(a) hereof. Each Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that other than the Issuing Bank refrain fromBank) agrees that, upon the issuance of Letters any Letter of Credit generally or hereunder, it shall automatically acquire a participation in the Issuing Bank’s liability under such Letter of Credit in particular or an amount equal to its Commitment Percentage of such liability, and each such Bank (other than the Issuing Bank) thereby shall impose upon such absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the Issuing Bank to pay and discharge when due, its Commitment Percentage of the Issuing Bank’s liability under such Letter of Credit.
(iii) Upon receipt from the beneficiary of any Letter of Credit of any demand for payment under such Letter of Credit, the Issuing Bank shall promptly notify the Borrower and each Bank (in each case through the Administrative Agent) of the amount to be paid by the Issuing Bank as a result of such demand, the date on which payment is to be made by the Issuing Bank to such beneficiary in respect of such demand and the amount required by each Bank to reimburse the Issuing Bank, specifying such Bank’s Commitment Percentage of the amount of the related demand for payment. The amount of such payment shall be deemed to be a Loan to the Borrower, with an Interest Period of one month (unless otherwise selected by the Borrower pursuant to Section 4.05).
(iv) In respect of any Letter of Credit, each Bank having a Letter of Credit Liability with respect to such Letter of Credit any restriction(other than the Issuing Bank) shall, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good xxxxx xxxxx material to it;
(B) the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed demand by the Administrative Agent under clause (iii) above, pay to the Administrative Agent for the account of the Issuing Bank at an account specified by the Issuing Bank maintained with the Administrative Agent and in immediately available funds, the amount of its Commitment Percentage of any payment under such Letter of Credit upon notice by the Issuing Bank (through the Administrative Agent) to such Bank requesting such payment and specifying such amount. Such Bank’s obligation to make such payments to the Administrative Agent for account of the Issuing Bank under this clause (iv), and the Issuing Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, (x) the failure of any other Bank to make its payment under this clause (iv), the financial condition of the Borrower or any other Obligor (or any other account party), the existence of any Default or (y) the termination of the Commitments. Each such payment to the Issuing Bank shall be made without any offset, abatement, withholding or reduction whatsoever. If such Bank shall default in its obligation to make any such payment to the Administrative Agent for the account of the Issuing Bank, for so long as such default shall continue the Administrative Agent shall at the request of the Issuing Bank withhold from any payments received by the Administrative Agent under this Agreement or any Note for account of such Bank the amount so in default and the Administrative Agent shall pay the same to the Issuing Bank in satisfaction of such defaulted obligation.
(v) Except as provided in clauses (A) and (B) below, the Borrower agrees to pay to the Administrative Agent for account of each Bank in respect of each Letter of Credit issued for the Borrower an issuance fee in an amount equal, in the aggregate, to 3.0% per annum multiplied by the undrawn face amount of such Letter of Credit for the period from and including the date of issuance of such Letter of Credit to and including the date such Letter of Credit is drawn in an initial face amount less than $100,000;
full, expires or is terminated (D) such L/C Credit Extension is fee to be denominated non-refundable, to be paid in a currency other than Dollars;
arrears on each Quarterly Date and on the Commitment Termination Date and to be calculated, for any day, after giving effect to any payments made under (Eor cash collateral provided or EDC guarantee granted in respect of) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any Lender’s obligations to fund under Section 2.03 exists, or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such Issuing Bank’s risk with respect to such Lender.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit on such day); provided that in its amended form under all cases:
(A) for each Letter of Credit that is cash collateralized by the terms hereofBorrower through a deposit in an account acceptable to the Issuing Bank of an amount equal to at least the full undrawn face amount of such Letter of Credit, or (B) the beneficiary per annum letter of credit fee for such cash collateralized Letter of Credit shall be an amount equal to 0.50% multiplied by the undrawn face amount of such Letter of Credit does not accept with effect from the proposed amendment date such Letter of Credit was cash collateralized, and
(B) for each Letter of Credit that is fully guaranteed by EDC on terms in form and substance acceptable to the Majority Banks, the per annum letter of credit fee for such guaranteed Letter of Credit shall be an amount equal to 0.75% multiplied by the undrawn face amount of such Letter of Credit with effect from the date such Letter of Credit was guaranteed by EDC, in each case, for the period such Letter of Credit is to be outstanding. The Administrative Agent shall pay to each Bank (other than the Issuing Bank), from time to time at reasonable intervals (but in any event at least on each Quarterly Date), but only to the extent actually received from or on behalf of the Borrower, an amount equal to such Bank’s Commitment Percentage of all such fees in respect of each Letter of Credit (including any such fee in respect of any period of any renewal or extension thereof).
(vi) Promptly following the end of each calendar month, each Issuing Bank shall deliver (through the Administrative Agent) to each Bank and the Borrower notice describing all Letters of Credit issued by the Issuing Bank outstanding at the end of such month. Upon the request of any Bank from time to time, each Issuing Bank shall deliver any other information in its possession reasonably requested by the Bank with respect to each Letter of Credit then outstanding and issued by the Issuing Bank.
(vii) The issuance of each Letter of Credit by the Issuing Bank shall, in addition to the conditions precedent set forth in Section 7 hereof, be subject to the conditions precedent that (A) such Letter of Credit shall support such transactions as are consistent with Section 9.14, be in such form and contain such terms as shall be satisfactory to the Issuing Bank, acting reasonably, consistent with its then current practices and procedures with respect to letters of credit of the same type and (B) the Borrower shall have executed and delivered such applications, agreements and other instruments relating to such Letter of Credit as the Issuing Bank shall have reasonably requested consistent with its then current practices and procedures with respect to letters of credit of the same type; provided that in the event of any conflict between any such application, agreement or other instrument and the provisions of this Agreement or any Security Document, the provisions of this Agreement and the Security Documents shall control.
(viii) In connection with any Letter of Credit, to the extent that any Bank fails to pay any amount required to be paid pursuant to clause (iv) of this Section 2.03(b) on the due date therefor, such Bank shall pay interest to the Issuing Bank (through the Administrative Agent) on such amount from and including such due date to but excluding the date such payment is made, during the period from and including such due date to but excluding the date three Business Days thereafter, at a rate per annum equal to the Eurodollar Rate (for three-month Eurodollar Loans) in an amount equal to the amount of such required payment (as in effect from time to time) plus the Applicable Margin plus Mandatory Costs, if any, plus 2%.
(ix) Without the prior written consent of the Issuing Bank, no Letter of Credit shall be issued in face amount of less than $250,000. As between the Borrower and the Issuing Bank, the Borrower assumes all risks for the acts and omissions of, or misuse of, the Letters of Credit by the respective beneficiaries of such Letter of Credit. The Borrower hereby indemnifies and holds harmless each Bank, the Issuing Bank and the Administrative Agent from and against any and all claims and damages, losses, liabilities, costs or expenses which such Bank, the Issuing Bank or the Administrative Agent may incur (or which may be claimed against such Bank, the Issuing Bank or the Administrative Agent by any Person whatsoever) by reason of or in connection with (1) any loss or expense incurred by such Bank or the Issuing Bank as a result of the Borrower’s failure to honor or fulfill, before the date specified for the issuance of any Letter of Credit, the applicable conditions set forth in Section 7 or this Section 2.03 if the Letter of Credit is not issued on that date because of that failure; and (2) the execution, delivery, issuance or transfer of or payment or refusal to pay by the Issuing Bank under any Letter of Credit; provided that the Borrower shall not be required to indemnify any Bank, the Issuing Bank or the Administrative Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of the Issuing Bank in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (y) the Issuing Bank’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Nothing in this Section 2.03 is intended to limit the other obligations of any Obligor, any Bank, the Issuing Bank or the Administrative Agent under this Agreement.
Appears in 1 contract
Letters of Credit Generally. (i) No Subject to the terms and conditions set forth in this Agreement, upon written request of the Company in accordance herewith, the Issuing Bank Lender shall issue Letters of Credit, at any time during the Revolving Credit Commitment Period, with pro rata participation by all of the Lenders in accordance with their respective Commitment Proportions. Notwithstanding the foregoing, at no time shall the Aggregate Letters of Credit Outstanding exceed $10,000,000, and no Letter of Credit shall be issued or created if, after giving effect to the same, the Aggregate Outstandings would exceed the Total Revolving Credit Commitment. Furthermore, notwithstanding anything contained herein to the contrary, the Issuing Lender shall be under no obligation to issue a Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Business Day immediately preceding April 30, 2013.
(ii) No Issuing Bank shall be under any Obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority court, arbitrator or arbitrator governmental authority shall purport by its terms purport to enjoin enjoin, restrict or restrain such the Issuing Bank from issuing Lender in any respect relating to the issuance of such Letter of CreditCredit or a similar letter of credit, or any Applicable Law to such Issuing Bank or any request law, rule, regulation, policy, guideline or directive (whether or not having the force of law) from any Governmental Authority governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, Lender shall prohibit or direct the Issuing Lender in any respect relating to the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter a similar letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Datecredit, or shall impose upon such the Issuing Bank Lender with respect to any unreimbursed Letter of Credit, any restrictions, any reserve or capital requirement or any loss, cost or expense which was not applicable reimbursed by the Company to the Issuing Lender. Each request for issuance of a Letter of Credit shall be in writing and shall be received by the Issuing Lender by no later than 12:00 p.m. on the Closing Date day which is at least two Business Days prior to the proposed date of issuance or creation, as applicable. Such issuance or creation, as applicable, shall occur by no later than 5:00 p.m. on the proposed date of issuance or creation (assuming proper prior notice as aforesaid). Subject to the terms and which such conditions contained herein the expiry dates, amounts and beneficiaries of the Letters of Credit will be as designated by the Company. The Issuing Bank in good xxxxx xxxxx material to it;
Lender shall promptly notify the Lenders of the amounts of all Letters of Credit issued hereunder and of any extension, reduction, termination or amendment of any Letter of Credit. Each Letter of Credit issued by the Issuing Lender hereunder shall identify: (Bi) the making dates of issuance and expiry of such L/C Credit Extension would violate any Applicable Laws;
Letter of Credit, (Cii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, amount of such Letter of Credit is in an initial face amount less than $100,000;
(D) such L/C Credit Extension is to which shall be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any Lender’s obligations to fund under Section 2.03 existssum certain), or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such Issuing Bank’s risk with respect to such Lender.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit, and (iv) the drafts and other documents necessary to be presented to the Issuing Lender upon drawing thereunder. No Letter of Credit does not accept shall expire more than one year from the proposed amendment to date of issuance thereof provided a Letter of Credit may contain a renewal or so called "evergreen provision" providing for successive annual renewals of such Letter of Credit. The Company agrees to execute and deliver to the Issuing Lender such further documents and instruments in connection with any Letter of Credit issued (including without limitation, applications therefor) created hereunder as the Issuing Lender in accordance with its customary practices may request.
Appears in 1 contract
Samples: Credit Agreement (Sbarro Inc)
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Business Day immediately preceding April 30, 2013.
(ii) No Issuing Bank shall be under any Obligation obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it;
(B) the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any Lender’s obligations to fund under Section 2.03 exists, or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such Issuing Bank’s risk with respect to such Lender.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Letters of Credit Generally. (a) Subject to and upon the terms and conditions set forth herein, any Revolving Borrower may request that an Issuing Lender in its individual capacity issue, at any time and from time to time on and after the Effective Date and prior to the 5th day (or, in the case of trade Letters of Credit, the 30th day) prior to the Revolving Loan Maturity Date, for the account of such Revolving Borrower, (i) No an irrevocable sight standby letter of credit in a form customarily used by such Issuing Bank Lender, or in such other form as has been approved by such Issuing Lender, in support of such obligations of Silgan or any of its Subsidiaries as may be requested by the respective Revolving Borrower (other than obligations in respect of any Indebtedness that is subordinated to the Obligations or capital stock) and subject to ISP98 as set forth in the Letter of Credit application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York, and (ii) an irrevocable sight trade letter of credit in a form customarily used by such Issuing Lender, or in such other form as has been approved by such Issuing Lender, in support of commercial transactions of any Revolving Borrower or any of its Subsidiaries and subject to the Uniform Customs as set forth in the Letter of Credit application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York (each letter of credit issued pursuant to this Section 3.01(a), together with each letter of credit described in the immediately succeeding sentence, a “Letter of Credit”). It is hereby acknowledged and agreed that each of the letters of credit described in Schedule II (the “Existing Letters of Credit”), which were issued by Xxxxx Fargo or its affiliates under the Existing Credit Agreement and remain outstanding on the Effective Date, shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Effective Date.
(b) Subject to and upon the terms and conditions set forth herein, each Issuing Lender hereby agrees that it will, at any time and from time to time on and after the Effective Date and prior to the 5th day (or, in the case of trade Letters of Credit, the 30th day) prior to the Revolving Loan Maturity Date, following its receipt of the respective Letter of Credit Request, issue for the account of the respective Revolving Borrower, one or more Letters of Credit; provided that no Issuing Lender shall be under any obligation to issue any Letter of Credit if at the expiry date time of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Business Day immediately preceding April 30, 2013.
(ii) No Issuing Bank shall be under any Obligation to make any L/C Credit Extension ifissuance:
(Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms purport to enjoin or restrain such Issuing Bank Lender from issuing such Letter of Credit, Credit or any Applicable Law requirement of law applicable to such Issuing Bank Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank Lender shall prohibit, or request that the such Issuing Bank Lender refrain from, the issuance of Letters letters of Credit credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank Lender with respect to such Letter of Credit any restriction, restriction or reserve or capital requirement (for which such Issuing Bank Lender is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on applicable, in effect or known to such Issuing Lender as of the Closing Effective Date and which such Issuing Bank Lender in good xxxxx xxxxx material to it;
(Bii) any regulatory change shall prohibit the making issuance of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter letters of Credit is in an initial face amount less than $100,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any Lender’s obligations to fund under Section 2.03 exists, credit generally or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such Issuing Bank’s risk with respect to such Lender.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under particular; or
(iii) (ii) such Issuing Lender shall have received notice from the terms hereof, or (B) Required Lenders prior to the beneficiary issuance of such Letter of Credit does not accept of the proposed amendment type described in the second sentence of Section 3.03(b).
(c) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to such the Letter of Credit Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time, would exceed the lesser of (A) $125,000,000 (provided that no more than €50,000,000 or £50,000,000, as applicable, may have a stated amount in a Primary Alternate Currency) and (B) when added to the aggregate principal amount of all Revolving Loans (for this purpose, using the Dollar Equivalent of all Primary Alternate Currency Revolving Loans) and Swingline Loans (for this purpose, using the Dollar Equivalent of all Euro Denominated Swingline Loans) then outstanding, an amount equal to the Total Revolving Loan Commitment at such time, (ii) no Letter of Credit shall be issued by an Issuing Lender the Stated Amount of which, when added to the Letter of Credit Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) owed to an Issuing Lender at such time, would exceed such Issuing Lender’s LC Commitment, (iii) each Letter of Credit shall by its terms terminate on or before (A) in the case of standby Letters of Credit, the earlier of (x) one year after the date of issuance thereof (although any such standby Letter of Credit may be extended for successive periods up to one year, but not beyond the Business Day immediately preceding the Revolving Loan Maturity Date, on terms acceptable to the respective Issuing Lender) and (y) the Business Day immediately preceding the Revolving Loan Maturity Date and (B) in the case of trade Letters of Credit, the earlier of (x) 180 days after the date of issuance thereof and (y) the 30th day preceding the Revolving Loan Maturity Date and (iiiiv) each Letter of Credit shall be denominated in Dollars or in a Primary Alternate Currency.
Appears in 1 contract
Letters of Credit Generally. The following additional provisions shall apply to Letters of Credit:
(i) No Issuing Bank The Relevant Borrower shall issue any give the Relevant Agent at least three Business Days' irrevocable prior notice (effective upon receipt) specifying the Business Day (which shall be no later than 30 days preceding the Commitment Termination Date) each Letter of Credit if that such Borrower is requesting to be issued, the expiry date beneficiary and the account party or parties therefor and describing in reasonable detail the proposed terms of such requested Letter of Credit would occur after (including the beneficiary thereof and, if applicable, the Currency of such Letter of Credit) and the nature of the transactions or obligations proposed to be supported thereby (including whether such Letter of Credit Expiration Date, unless all the Lenders have approved is to be a commercial letter of credit or a standby letter of credit). Each such expiry date; provided that in no event notice shall the expiry date be irrevocable and binding on such Borrower. Upon receipt of any requested Letter such notice, the Relevant Agent shall on the same day advise the Relevant Issuing Bank and each Relevant Bank of Credit occur on or after the Business Day immediately preceding April 30, 2013contents thereof.
(ii) No On each day during the period commencing with the issuance by any Issuing Bank of any Letter of Credit and until such Letter of Credit shall have expired or been terminated, each Relevant Bank's Commitment shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Relevant Bank's Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Relevant Bank (other than the Relevant Issuing Bank) agrees that, upon the issuance of any Letter of Credit hereunder, it shall automatically acquire a participation in such Relevant Issuing Bank's liability under any Obligation such Letter of Credit in an amount equal to make any L/C Credit Extension if:such Relevant Bank's applicable Commitment Percentage of such liability, and each such Relevant Bank (other than such Relevant Issuing Bank) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Relevant Issuing Bank to pay and discharge when due, its Commitment Percentage of such Relevant Issuing Bank's liability under such Letter of Credit.
(Aiii) any order, judgment or decree Upon receipt from the beneficiary of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing Letter of Credit of any demand for payment under such Letter of Credit, or any Applicable Law to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Relevant Issuing Bank shall prohibit, or request that promptly notify the Relevant Borrower (through the Relevant Agent) of the amount to be paid by such Relevant Issuing Bank refrain fromas a result of such demand and the date on which payment is to be made by such Relevant Issuing Bank to such beneficiary in respect of such demand. Notwithstanding the identity of the account party of any Letter of Credit, the issuance Relevant Borrower hereby unconditionally agrees to pay and reimburse the Relevant Agent for account of Letters the Relevant Issuing Bank for the amount of Credit generally or each demand for payment under such Letter of Credit that is in particular substantial compliance with the provisions of such Letter of Credit at or shall impose upon prior to the date on which payment is to be made by such Relevant Issuing Bank to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind. Each Relevant Borrower's obligation to pay and reimburse the Relevant Agent for account of the Relevant Issuing Bank is unconditional and irrevocable and shall be paid strictly in accordance with this Agreement under all circumstances.
(iv) Forthwith upon its receipt of a notice referred to in clause (iii) of this Section 2.03(c), the Relevant Borrower shall advise the Relevant Agent whether or not such Relevant Borrower intends to borrow hereunder to finance its obligation to reimburse the Relevant Issuing Bank for the amount of the related demand for payment and, if it does, submit a notice of such borrowing as provided in Section 4.05 hereof. In the event that such Relevant Borrower fails to so advise such Relevant Agent, or if such Relevant Borrower fails to reimburse such Relevant Issuing Bank for a demand for payment under a Letter of Credit by the date of such payment, such Relevant Agent shall give each Relevant Bank prompt notice of the amount of the demand for payment, specifying such Relevant Bank's Commitment Percentage of the amount of the related demand for payment.
(v) In respect to any Letter of Credit, each Bank having a Letter of Credit Liability with respect to such Letter of Credit any restriction, reserve or capital requirement (other than the Issuing Bank of such Letter of Credit) shall pay to the Relevant Agent for which the account of the Relevant Issuing Bank at an account specified by such Issuing Bank is not otherwise compensated hereunder) not maintained with such Agent in effect on the Closing Daterelevant Currency and in immediately available funds, or shall impose the amount of such Bank's Commitment Percentage of any payment under such Letter of Credit upon notice by such Issuing Bank (through such Agent) to such Bank requesting such payment and specifying such amount. Such Bank's obligation to make such payments to such Agent for account of such Issuing Bank under this clause (v), and such Issuing Bank's right to receive the same, shall be absolute and unconditional and shall not be affected by any unreimbursed losscircumstance whatsoever, cost including, without limitation, (x) the failure of any other Bank to make its payment under this clause (v), the financial condition of the Relevant Borrower or expense which was not applicable on any other Obligor (or any other account party), the Closing Date existence of any Default or (y) the termination of the Commitments. Each such payment to such Issuing Bank shall be made without any offset, abatement, withholding or reduction whatsoever. If such Bank shall default in its obligation to make any such payment to such Agent for account of such Issuing Bank, for so long as such default shall continue such Agent shall at the request of such Issuing Bank withhold from any payments received by such Agent under this Agreement or any Note for account of such Bank the amount so in default and which such Agent shall pay the same to such Issuing Bank in good xxxxx xxxxx material to it;
(B) the making satisfaction of such L/C Credit Extension would violate defaulted obligation. In respect of any Applicable Laws;
(C) except as otherwise agreed Letter of Credit, any payment by the Administrative Agent and such Relevant Issuing Bank, Bank of an amount due under such Letter of Credit is in an initial face and payment by each Relevant Bank to such Relevant Issuing Bank of such Relevant Bank's Commitment Percentage share of that amount less than $100,000;
(D) such L/C Credit Extension is shall be deemed to be denominated a Canadian Prime Loan or Base Rate Loan depending on whether the amounts paid are in a currency other than Canadian Dollars or U.S. Dollars;
(E) , in each case, such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any Lender’s obligations Loan shall be made to fund under Section 2.03 exists, or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such Issuing Bank’s risk with respect to such Lender.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to which requested such Letter of Credit.
(vi) Upon the making of each payment by a Relevant Bank to a Relevant Issuing Bank pursuant to clause (v) above in respect of any Letter of Credit, such Bank shall, automatically and without any further action on the part of the Relevant Agent, such Relevant Issuing Bank or such Relevant Bank, acquire (i) a participation in an amount equal to such payment in the Reimbursement Obligation owing to such Relevant Issuing Bank by the Relevant Borrower hereunder and under the Letter of Credit Documents relating to such Letter of Credit and (ii) a participation in a percentage equal to such Relevant Bank's Commitment Percentage of its Commitment in any interest or other amounts payable by such Relevant Borrower hereunder and under such Letter of Credit Documents in respect of such Reimbursement Obligation (other than the commissions, charges, costs and expenses payable to such Relevant Issuing Bank pursuant to clause (vii) of this Section 2.03(c)). Upon receipt by the Relevant Issuing Bank from or for account of the Relevant Borrower of any payment in respect of any Reimbursement Obligation or any such interest or other amount (including by way of setoff or application of proceeds of any collateral security) such Relevant Issuing Bank shall promptly pay to the Relevant Agent for account of each Bank having acquired a participation in such Reimbursement Obligation, such Bank's Commitment Percentage of its Commitment of such payment, each such payment by such Relevant Issuing Bank to be made in the same Currency and funds in which received by such Relevant Issuing Bank. In the event any payment received by such Relevant Issuing Bank and so paid hereunder to the Relevant Banks having acquired a participation in such Reimbursement Obligation is rescinded or must otherwise be returned by such Relevant Issuing Bank, each such Relevant Bank shall, upon the request of such Relevant Issuing Bank (through the Relevant Agent), repay to such Relevant Issuing Bank (through such Relevant Agent) the amount of such payment paid to such Relevant Bank, with interest at the rate specified in clause (x) of this Section 2.03(c).
(vii) (A) The Company agrees to pay to the U.S. Agent for account of the U.S. Issuing Bank in respect of each U.S. Letter of Credit issued for the Company or any of its Subsidiaries an issuance fee in an amount equal to the U.S. Applicable Margin for Eurodollar Loans per annum of the daily average undrawn face amount of such U.S. Letter of Credit for the period from and including the date of issuance of such U.S. Letter of Credit to and including the date such U.S. Letter of Credit is drawn in full, expires or is terminated (such fee to be non-refundable, to be paid in arrears on each Quarterly Date and on the Commitment Termination Date and to be calculated, for any day, after giving effect to any payments made under such U.S. Letter of Credit on such day). The U.S. Issuing Bank shall pay to the U.S. Agent for account of each U.S. Bank (other than the U.S. Issuing Bank), from time to time at reasonable intervals (but in any event at least quarterly), but only to the extent actually received from the Company, an amount equal to such U.S. Bank's Commitment Percentage of all such fees in respect of each U.S. Letter of Credit (including any such fee in respect of any period of any renewal or extension thereof). In addition, the Company agrees to pay to the U.S. Agent for account of the U.S. Issuing Bank on the issuance date, a fronting fee in respect of each U.S. Letter of Credit in an amount equal to the greater of (i) U.S.$1,000 and (ii) 1/2 of 1% of the face amount of such U.S. Letter of Credit plus all commissions, charges, costs and expenses in the amounts customarily charged by such U.S. Issuing Bank from time to time in like circumstances with respect to the issuance of each U.S. Letter of Credit and drawings and other transactions relating thereto.
Appears in 1 contract
Samples: Credit Agreement (Forest Oil Corp)
Letters of Credit Generally. (a) Subject to and upon the terms and conditions set forth herein, any Revolving Borrower may request that an Issuing Lender in its individual capacity issue, at any time and from time to time on and after the Effective Date and prior to the 5th day (or, in the case of trade Letters of Credit, the 30th day) prior to the Revolving Loan Maturity Date, for the account of such Revolving Borrower, (i) No an irrevocable sight standby letter of credit in a form customarily used by such Issuing Bank Lender, or in such other form as has been approved by such Issuing Lender, in support of such obligations of Silgan or any of its Subsidiaries as may be requested by the respective Revolving Borrower (other than obligations in respect of any Indebtedness that is subordinated to the Obligations or capital stock) and subject to ISP98 as set forth in the Letter of Credit application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York, and (ii) an irrevocable sight trade letter of credit in a form customarily used by such Issuing Lender, or in such other form as has been approved by such Issuing Lender, in support of commercial transactions of any Revolving Borrower or any of its Subsidiaries and subject to the Uniform Customs as set forth in the Letter of Credit application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York (each letter of credit issued pursuant to this Section 3.01(a), together with each letter of credit described in the immediately succeeding sentence, a “Letter of Credit”). It is hereby acknowledged and agreed that each of the letters of credit described in Schedule II (the “Existing Letters of Credit”), which were issued by Xxxxx Fargo or its affiliates under the Existing Credit Agreement and remain outstanding on the Effective Date, shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Effective Date.
(b) Subject to and upon the terms and conditions set forth herein, each Issuing Lender hereby agrees that it will, at any time and from time to time on and after the Effective Date and prior to the 5th day (or, in the case of trade Letters of Credit, the 30th day) prior to the Revolving Loan Maturity Date, following its receipt of the respective Letter of Credit Request, issue for the account of the respective Revolving Borrower, one or more Letters of Credit; provided that no Issuing Lender shall be under any obligation to issue any Letter of Credit if at the expiry date time of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Business Day immediately preceding April 30, 2013.
(ii) No Issuing Bank shall be under any Obligation to make any L/C Credit Extension ifissuance:
(Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms purport to enjoin or restrain such Issuing Bank Lender from issuing such Letter of Credit, Credit or any Applicable Law requirement of law applicable to such Issuing Bank Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank Lender shall prohibit, or request that the such Issuing Bank Lender refrain from, the issuance of Letters letters of Credit credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank Lender with respect to such Letter of Credit any restriction, restriction or reserve or capital requirement (for which such Issuing Bank Lender is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on applicable, in effect or known to such Issuing Lender as of the Closing Effective Date and which such Issuing Bank Lender in good xxxxx xxxxx material to it;
(Bii) any regulatory change shall prohibit the making issuance of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter letters of Credit is in an initial face amount less than $100,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any Lender’s obligations to fund under Section 2.03 exists, credit generally or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such Issuing Bank’s risk with respect to such Lender.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under particular; or
(iii) such Issuing Lender shall have received notice from the terms hereof, or (B) Required Lenders prior to the beneficiary issuance of such Letter of Credit does not accept of the proposed amendment type described in the second sentence of Section 3.03(b).
(c) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to such the Letter of Credit Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time, would exceed the lesser of (A) $125,000,000 (provided that no more than €50,000,000 or, £50,000,000 or C$50,000,000, as applicable, may have a stated amount in a Primary Alternate Currency) and (B) when added to the aggregate principal amount of all Revolving Loans (for this purpose, using the Dollar Equivalent of all Primary Alternate Currency Revolving Loans) and Swingline Loans (for this purpose, using the Dollar Equivalent of all Euro Denominated Swingline Loans) then outstanding, an amount equal to the Total Revolving Loan Commitment at such time, (ii) no Letter of Credit shall be issued by an Issuing Lender the Stated Amount of which, when added to the Letter of Credit Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) owed to an Issuing Lender at such time, would exceed such Issuing Lender’s LC Commitment, (iii) each Letter of Credit shall by its terms terminate on or before (A) in the case of standby Letters of Credit, the earlier of (x) one year after the date of issuance thereof (although any such standby Letter of Credit may be extended for successive periods up to one year, but not beyond the Business Day immediately preceding the Revolving Loan Maturity Date, on terms acceptable to the respective Issuing Lender) and (y) the Business Day immediately preceding the Revolving Loan Maturity Date and (B) in the case of trade Letters of Credit, the earlier of (x) 180 days after the date of issuance thereof and (y) the 30th day preceding the Revolving Loan Maturity Date and (iv) each Letter of Credit shall be denominated in Dollars or in a Primary Alternate Currency.
Appears in 1 contract
Letters of Credit Generally. (a) Subject to the terms and conditions set forth herein, (A) the Lender, from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, may issue Letters of Credit for the account of the Borrower or may request that an Underlying Issuer agree to issue Letters of Credit in its sole discretion and if such Underlying Issuer does so issue a Letter of Credit, the Lender may undertake to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to such Letters of Credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is Xxxxx Fargo) for the account of Borrower, and to amend or extend Letters of Credit previously issued, in accordance with Section 2 below; provided that after giving effect to the issuance of any requested Letter of Credit, (x) the aggregate outstanding Liquidation Borrowings shall not exceed the Revolving Loan Ceiling, (y) L/C Usage shall not exceed the Letter of Credit Sublimit, and (z) the expiry date of the proposed Letter of Credit is no later than thirty (30) days prior to the Revolving Credit Termination Date (the “Letter of Credit Expiration Date”). Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the issuance or amendment so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit may be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
(b) No Letter of Credit shall be issued, if:
(i) No Issuing Bank shall issue any the expiry date of such requested Letter of Credit if would occur later than the date set forth for the maturity of Revolving Credit Advances under Section 2.3 of the Credit Agreement unless the Lender has otherwise approved such expiry date in its sole discretion; or
(ii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved either such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur is Cash Collateralized on or after prior to the Business Day immediately preceding April 30, 2013Letter of Credit Expiration Date.
(iic) No Issuing Bank Letter of Credit shall be under any Obligation to make any L/C Credit Extension issued without the prior consent of the Lender if:
(Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank the Lender from issuing such Letter of Credit, or any Applicable applicable Law to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank the Lender shall prohibit, or request that the Issuing Bank Lender refrain from, the issuance of Letters letters of Credit credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank the Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank the Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank the Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank the Lender in good xxxxx xxxxx material to it;
(Bii) the making issuance of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,000would violate one or more policies of the Lender applicable to letters of credit generally;
(Diii) such L/C Letter of Credit Extension is to be denominated in a currency other than Dollars unless otherwise agreed to by the Lender and Underlying Issuer in their sole discretion; provided that if the Lender, in its sole discretion, issues a Letter of Credit denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement , all reimbursements by the Borrower of the stated amount after honoring of any L/C Borrowing thereunderdrawing under such Letter of Credit shall be paid in Dollars and subject to Section 2.19; or
(Fiv) a default of any Lender’s obligations to fund under Section 2.03 exists, The Lender or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such Issuing Bank’s risk with respect to such Lender.
(iii) No Issuing Bank Underlying Issuer shall not amend any Letter of Credit if such Issuing Bank the Lender or Underlying Issuer would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (B) if the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Letters of Credit Generally. (i) No Issuing Bank (c) shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders Banks have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Domestic Business Day immediately preceding April 30, 2013the Commitment Termination Date.
(ii) No Issuing Bank shall be under any Obligation obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law, but if not having the force of law, being a request or directive which is generally complied with by comparable financial institutions) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, from the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing FirstSecond Amendment Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing FirstSecond Amendment Effective Date and which such Issuing Bank in good xxxxx xxxxx material attach to it;
(B) the making and make a part of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,000;
(D) such L/C Credit Extension is to be denominated in its Note a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default continuation of any Lender’s obligations to fund under Section 2.03 exists, or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such Issuing Bank’s risk with respect to such Lenderschedule as and when required.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders Banks have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Domestic Business Day immediately preceding April 30, 2013the Commitment Termination Date.
(ii) No Issuing Bank shall be under any Obligation obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law, but if not having the force of law, being a request or directive which is generally complied with by comparable financial institutions) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, from the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such Issuing Bank in good xxxxx xxxxx faith reasonably deems material to it; provided, however, that in the event a Bank Party participating in the Letters of Credit is not affected by any such restriction, requirement or imposition, and is able to issue such Letter of Credit and expressly agrees in its sole discretion to issue such Letter of Credit, such Bank Party, subject to the consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, shall issue such Letter of Credit and shall be deemed the Issuing Bank with regard to such Letter of Credit for all purposes of this Agreement;
(B) the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,00025,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any Lender’s obligations to fund under Section 2.03 exists, or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such Issuing Bank’s risk with respect to such Lender.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Business Day immediately preceding April 30, 2013the third anniversary of the Closing Date.
(ii) No Issuing Bank shall be under any Obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good xxxxx xxxxx material to it;
(B) the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any Lender’s obligations to fund under Section 2.03 exists, or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such Issuing Bank’s risk with respect to such Lender.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders Banks have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Domestic Business Day immediately preceding April 30, 2013the Commitment Termination Date.
(ii) No Issuing Bank shall be under any Obligation obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law, but if not having the force of law, being a request or directive which is generally complied with by comparable financial institutions) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, from the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing FourthFifth Amendment Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing FourthFifth Amendment Effective Date and which such Issuing Bank in good xxxxx xxxxx faith reasonably deems material to it; provided, however, that in the event a Bank Party participating in the Letters of Credit is not affected by any such restriction, requirement or imposition, and is able to issue such Letter of Credit and expressly agrees in its sole discretion to issue such Letter of Credit, such Bank Party, subject to the consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, shall issue such Letter of Credit and shall be deemed the Issuing Bank with regard to such Letter of Credit for all purposes of this Agreement;
(B) the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,00025,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any LenderBank’s obligations to fund under Section 2.03 2.20 exists, or any Lender Bank is then a Defaulting LenderBank, unless unless, such Issuing Bank has entered into satisfactory arrangements Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the Borrower or such Lender to eliminate such Issuing Bank’s risk with respect to such Lender.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such fact that it evidences solely Loans and/or L/C Credit Extension Borrowings of the relevant Type. Each reference in its amended form under this Agreement to the terms hereof.
(iv) No Issuing “Note” of such Bank Party shall be under the obligation deemed to amend refer to and include any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary all of such Letter of Credit does not accept Notes, as the proposed amendment to such Letter of Creditcontext may require.
Appears in 1 contract
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders Banks have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Domestic Business Day immediately preceding April 30, 2013the Commitment Termination Date. An Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate such Issuing Bank’s internal policies.
(ii) No Issuing Bank shall be under any Obligation obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law, but if not having the force of law, being a request or directive which is generally complied with by comparable financial institutions) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, from the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing First Amendment Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing First Amendment Effective Date and which such Issuing Bank in good xxxxx xxxxx faith reasonably deems material to it; provided, however, that in the event a Bank Party participating in the Letters of Credit is not affected by any such restriction, requirement or imposition, and is able to issue such Letter of Credit and expressly agrees in its sole discretion to issue such Letter of Credit, such Bank Party, subject to the consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, shall issue such Letter of Credit and shall be deemed the Issuing Bank with regard to such Letter of Credit for all purposes of this Agreement;
(B) the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by ; Notwithstanding the Administrative Agent and such Issuing Bankforegoing, such Letter of Credit is in an initial face amount less no more than $100,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any Lender’s obligations to fund under Section 2.03 exists, or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such Issuing Bank’s risk with respect to such Lender.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank 15 Fixed Rate Borrowings shall be under the obligation to amend outstanding at any Letter of Credit if (A) one time, and any Borrowing which would exceed such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Creditlimitation shall be made as a Base Rate Borrowing.
Appears in 1 contract
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Letters of Credit Generally. (a) Subject to the terms and conditions set forth herein, (A) the Lender, from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, may issue Letters of Credit for the account of the Borrower or may request that an Underlying Issuer agree to issue Letters of Credit in its sole discretion and if such Underlying Issuer does so issue a Letter of Credit, the Lender may undertake to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to such Letters of Credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is [Xxxxx Fargo][Full entity name]) for the account of Borrower, and to amend or extend Letters of Credit previously issued, in accordance with Section 2 below; provided that after giving effect to the issuance of any requested Letter of Credit, (x) the aggregate Liquidation Loans shall not exceed the Revolving Loan Ceiling, (y) L/C Usage shall not exceed the Letter of Credit Sublimit, and (z) the expiry date of the proposed Letter of Credit is no later than thirty (30) days prior to the Revolving Credit Termination Date (the “Letter of Credit Expiration Date”). Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the issuance or amendment so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit may be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
(b) No Letter of Credit shall be issued, if:
(i) No Issuing Bank shall issue any the expiry date of such requested Letter of Credit if would occur later than the date set forth for the maturity of Liquidation Loans under Section 2.3 of the Credit Agreement unless the Lender has otherwise approved such expiry date in its sole discretion; or
(ii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved either such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur is Cash Collateralized on or after prior to the Business Day immediately preceding April 30, 2013Letter of Credit Expiration Date.
(iic) No Issuing Bank Letter of Credit shall be under any Obligation to make any L/C Credit Extension issued without the prior consent of the Lender if:
(Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank the Lender from issuing such Letter of Credit, or any Applicable Law to such Issuing Bank applicable law or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank the Lender shall prohibit, or request that the Issuing Bank Lender refrain from, the issuance of Letters letters of Credit credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank the Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank the Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank the Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank the Lender in good xxxxx xxxxx material to it;
(Bii) the making issuance of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,000would violate one or more policies of the Lender applicable to letters of credit generally;
(Diii) such L/C Letter of Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C ; provided that if the Lender, in its sole discretion, issues a Letter of Credit Extension contains any provisions for automatic reinstatement denominated in a currency other than Dollars, all reimbursements by the Borrower of the stated amount after honoring of any L/C Borrowing thereunderdrawing under such Letter of Credit shall be paid in Dollars; or
(Fiv) a default of any Lender’s obligations to fund under Section 2.03 exists, The Lender or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such Issuing Bank’s risk with respect to such Lender.
(iii) No Issuing Bank Underlying Issuer shall not amend any Letter of Credit if such Issuing Bank the Lender or Underlying Issuer would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (B) if the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders Banks have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Domestic Business Day immediately preceding April 30, 2013the Commitment Termination Date.
(ii) No Issuing Bank shall be under any Obligation obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law, but if not having the force of law, being a request or directive which is generally complied with by comparable financial institutions) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the frothe issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing FirstSecond Amendment Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date FirstSecond attach to and which such Issuing Bank in good xxxxx xxxxx material to it;
(B) the making make a part of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,000;
(D) such L/C Credit Extension is to be denominated in its Note a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default continuation of any Lender’s obligations to fund under Section 2.03 exists, or any Lender is then a Defaulting Lender, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such Issuing Bank’s risk with respect to such Lenderschedule as and when required.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
