Common use of Letters of Credit Generally Clause in Contracts

Letters of Credit Generally. (i) Subject to the terms and conditions set forth herein, (A) in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) the L/C Issuer, in its sole discretion, may from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, issue Letters of Credit for the account of the Borrower (or, so long as the Borrower is a joint and several co-applicant with respect thereto, for the account of any of its Subsidiaries), and amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) the L/C Issuer agrees to honor drawings under outstanding Letters of Credit issued by it; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations of any L/C Issuer shall not exceed its L/C Sublimit. 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 L/C Credit Extension 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 shall 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. All Existing Letters of Credit shall be deemed to have been issued hereunder and, from and after the Effective Date, shall be subject to and governed by the terms and conditions hereof without any further action by the Borrower.

Letters of Credit Generally. (ia) Subject to the terms and conditions set forth herein, (A) in reliance upon the agreements of the Lenders set forth in this Section 2.03Lender, (1) the L/C Issuer, in its sole discretion, may from time to time on any Business Day during the period from the Effective 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 (oreach such undertaking, so long as the Borrower is a joint and several co-applicant an “L/C Undertaking”) with respect theretoto 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 any of its Subsidiaries)Borrower, and to amend or extend Letters of Credit previously issued by itissued, in accordance with Section 2.03(b), and (2) the L/C Issuer agrees to honor drawings under outstanding Letters of Credit issued by it; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder2 below; provided that after giving effect to the issuance of any L/C Credit Extension with respect to any requested Letter of Credit, (x) the Total Outstandings aggregate Liquidation Loans shall not exceed the Aggregate CommitmentsRevolving Loan Ceiling, (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations Usage shall not exceed such Lender’s Commitmentthe Letter of Credit Sublimit, and (z) the Outstanding Amount expiry date of the L/C Obligations proposed Letter of any L/C Issuer shall not exceed its L/C SublimitCredit 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 L/C Credit Extension 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 shall 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. All Existing Letters of Credit shall be deemed to have been issued hereunder and, from and after the Effective Date, shall be subject to and governed by the terms and conditions hereof without any further action by the Borrower.

Letters of Credit Generally. (i) Subject to The Borrowers may request, in accordance with the terms and conditions set forth herein, (A) in reliance upon the agreements provisions of the Lenders set forth in this Section 2.033.1, (1) that the L/C Issuer, in its sole discretion, may from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, Bank issue Letters of Credit for the account of the Borrower (or, so long as the Borrower is a joint and several co-applicant with respect thereto, for the account of any of its Subsidiaries), and amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) the L/C Issuer agrees to honor drawings under outstanding Letters of Credit issued by it; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with Borrowers. With respect to any Letter such Letters of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment, and (za) the Outstanding Amount of the L/C Obligations of any L/C Issuer shall not exceed its L/C Sublimit. Each request by the Borrower for the issuance or amendment of a Letter Letters of Credit shall be deemed to be a representation by Amounts may not at any time exceed the Borrower that Letters of Credit Limit), (b) the L/C Credit Extension 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 shall be fully revolving, and accordingly have an expiration date no later than the Borrower may, during the foregoing period, obtain Letters of Credit to replace Termination Date and (c) the aggregate of the principal amount of the Loans outstanding from the Bank (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 making of a Loan. Each Letter of Credit may provide that have expired 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 if conditions to such payment are satisfied or returned to the Bank for the benefit of the Bank (or, if all obligations of the Borrowers under this Agreement and the Note shall have been drawn upon indefeasibly paid in full, to the Borrowers) if no payment to the beneficiary has been made and reimbursed. All Existing Letters the final date available for drawings under the Letter of Credit has passed. Each such payment or deposit of funds by the Bank shall be deemed to have been issued hereunder and, from and after the Effective Date, shall be subject to and governed treated for all purposes of this Agreement as a drawing duly honored by the terms and conditions hereof without any further action by Bank under the Borrowerrelated Letter of Credit.

Letters of Credit Generally. (ia) Subject to the terms and conditions set forth herein, (A) in reliance upon the agreements of the Lenders set forth in this Section 2.03Lender, (1) the L/C Issuer, in its sole discretion, may from time to time on any Business Day during the period from the Effective 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 (oreach such undertaking, so long as the Borrower is a joint and several co-applicant an “L/C Undertaking”) with respect theretoto 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 any of its Subsidiaries)Borrower, and to amend or extend Letters of Credit previously issued by itissued, in accordance with Section 2.03(b), and (2) the L/C Issuer agrees to honor drawings under outstanding Letters of Credit issued by it; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder2 below; provided that after giving effect to the issuance of any L/C Credit Extension with respect to any requested Letter of Credit, (x) the Total Outstandings aggregate outstanding Liquidation Borrowings shall not exceed the Aggregate CommitmentsRevolving Loan Ceiling, (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations Usage shall not exceed such Lender’s Commitmentthe Letter of Credit Sublimit, and (z) the Outstanding Amount expiry date of the L/C Obligations proposed Letter of any L/C Issuer shall not exceed its L/C SublimitCredit 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 L/C Credit Extension 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 shall 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. All Existing Letters of Credit shall be deemed to have been issued hereunder and, from and after the Effective Date, shall be subject to and governed by the terms and conditions hereof without any further action by the Borrower.

Letters of Credit Generally. (ia) Subject Borrower may deliver to the terms and conditions set forth herein, (A) in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) the L/C Issuer, in its sole discretion, may from time to time on any Business Day during the period from the Effective Date until the Lender a Letter of Credit Expiration Date, issue Letters of Credit for the account of the Borrower (or, so long as the Borrower is a joint and several co-applicant with respect thereto, for the account of any of its Subsidiaries), and amend or extend Letters of Credit previously issued by it, in accordance with the provisions of this Section 2.03(b7.10 in lieu of the deposits required to be made or previously made in accordance with Sections 7.1(a), 7.2(a). 7.3(a), 7.4(a), 7.5(a), 7.6(a), 7.7(a) and 7.8 (2) the L/C Issuer agrees to honor drawings under outstanding Letters of Credit issued by it; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder“Applicable Accounts”); provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations of any L/C Issuer shall not exceed its L/C Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed accompanied by an instrument reasonably acceptable to Lender whereby the applicant/obligor under such Letter of Credit shall have waived all rights of subrogation against Borrower thereunder until the Debt has been paid in full. The aggregate amount of any Letter of Credit and cash on deposit with respect to the Applicable Accounts shall at all times be as provided pursuant to Sections 7.1(b), 7.2(b). 7.3(u), 7.4(c), 7.5(b), 7.6(a), 7.7(b) and 7.8. Borrower shall provide Lender no less than thirty (30) days prior notice of Borrower’s election to deliver a Letter of Credit to Lender and Borrower shall pay to Lender upon demand all of Lender’s costs and expenses in connection therewith, including, without limitation, reasonable attorneys’ fees. If Borrower delivers to Lender a Letter of Credit in accordance with the provisions of this Section 7.10 in lieu of the deposits required to be made or previously made in any Applicable Account, Borrower shall deliver to Lender a representation New Insolvency Opinion if any of the repayment obligations under such Letter of Credit are borne by any Affiliate of Borrower. Neither Borrower nor the applicant/obligor under any Letter of Credit shall be entitled to draw upon any such Letter of Credit. Upon thirty (30) days notice to Lender, Borrower may replace a Letter of Credit with a cash deposit to any Applicable Account in the amount required pursuant to the applicable Section hereof only if the applicable Letter of Credit has been outstanding for more than six (6) months. In addition, if Borrower shall, at any time, receive notice that the L/C bank issuing any Letter of Credit Extension so requested complies has ceased to be an Approved Bank, before being required to replace such Letter of Credit with the conditions set forth a cash deposit as provided in the proviso to the immediately preceding sentence, Borrower shall have ten (10) Business Days after receipt of notice to replace such Letter of Credit with another Letter of Credit in the same face amount as the replaced Letter of Credit, which new Letter of Credit shall be issued by an Approved Bank. Within the foregoing limits, and subject If Borrower elects to replace a Letter of Credit with a cash deposit in accordance with the terms and conditions hereof, Borrower shall deposit with Lender an amount equal to the Borrower’s ability to obtain Letters amount that would have accumulated in any Applicable Account if such Letter of Credit shall 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 had not been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued hereunder and, from and after the Effective Date, shall be subject to and governed by the terms and conditions hereof without any further action by the Borrowerdelivered.