Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).
Appears in 2 contracts
Samples: Credit Agreement (Easterly Government Properties, Inc.), Credit Agreement (Easterly Government Properties, Inc.)
Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 30 days before the Termination Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 30 days before the Termination Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 30 days before the Termination DateMaturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).
Appears in 2 contracts
Samples: Credit Agreement (Hersha Hospitality Trust), Credit Agreement (Hersha Hospitality Trust)
Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).
Appears in 2 contracts
Samples: Credit Agreement (Summit Hotel Properties, Inc.), Credit Agreement (Summit Hotel Properties, Inc.)
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, any Issuing Bank, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 2.4(d), agrees to issue trade and standby (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issuex) letters of credit denominated in Dollars (the “US Letters of Credit”), Credit in an Approved Currency for the account of any US Borrower, or the account of such US Borrower from time to time for the benefit of any Restricted Subsidiary, and (y) Canadian Letters of Credit in an Approved Currency for the account of any Canadian Borrower, or the account of such Canadian Borrower for the benefit of any Restricted Subsidiary, in each case on any Business Day during the period applicable Availability Period in such form as may be approved from the date hereof until 60 days before the Termination Date in an aggregate Available Amount time to time by such Issuing Bank; provided, that no Issuing Bank shall have any obligation to issue any US Letter of Credit if, after giving effect to such issuance, (i) for all the LC Exposure with respect to US Letters of Credit not to would exceed at any time the Letter of Credit Facility at such timeUS LC Sublimit, (ii) for all the Total US Revolving Credit Exposure would exceed the US Line Cap at such time or (iii) the Total Revolving Credit Exposure would exceed the Line Cap at such time; provided, further, that no Issuing Bank shall have any obligation to issue any Canadian Letter of Credit if, after giving effect to such issuance, (I) the LC Exposure with respect to Canadian Letters of Credit issued by such Issuing Bank not to would exceed such Issuing Bank’s Letter of the Canadian LC Sublimit, (II) the Total Canadian Revolving Credit Commitment Exposure would exceed the Canadian Line Cap at such time, and time or (iiiIII) for each such Letter of the Total Revolving Credit not to Exposure would exceed the Unused Revolving Credit Commitments of the Lenders Line Cap at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given Subject to the Issuing Bank that issued such Standby Letter of Credit terms and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to aboveherein, the Borrower Representative may request the issuance of Letters of Credit under for its own account or for the benefit of any Borrower or applicable Restricted Subsidiary, in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time during the Availability Period (but not later than the date that is three (3) Business Days prior to the Maturity Date, unless Cash Collateralized or backstopped on terms reasonably acceptable to the Issuing Bank and the Agent); provided, further, that, notwithstanding anything to the contrary herein, no Issuing Bank shall have any obligation to issue any US Letter of Credit or Canadian Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. In the event of any inconsistency between the terms and conditions of this Section 2.01(b)Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower Representative to, repay or entered into by the applicable Borrower with, the applicable Issuing Bank relating to any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) Credit, the terms and request the issuance conditions of additional Letters this Agreement shall control. Any purported grant of Credit under this Section 2.01(b)a security interest in any LC Document shall be null and void.
Appears in 2 contracts
Samples: Abl Credit Agreement (Specialty Building Products, Inc.), Credit Agreement (Specialty Building Products, Inc.)
Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “"Letters of Credit”), ") for the account of the Borrower and in the name of the Parent Guarantor or any of its Subsidiaries from time to time on any Business Day during the period from the date hereof Funding Date until 60 5 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the lesser of (x) the Unused Letter of Credit Facility Amount at such time and (y) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually either (i) upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III or (ii) automatically unless such Issuing Bank has notified the Borrower beneficiary of such Letter of Credit (with a copy to the Borrower and the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”"); provided that (i) the applicable Issuing Bank shall not give a Notice of Termination unless (x) such Issuing Bank has assigned its entire Letter of Credit Commitment to an Eligible Assignee pursuant to Section 9.07(f) or (y) the applicable conditions set forth in Article III are not satisfied at such time and (Bii) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed or terminated and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(c).
Appears in 2 contracts
Samples: Credit Agreement (Sodexho Mariott Services Inc), Credit Agreement (Sodexho Alliance S A)
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Upon Borrowers' application from time to time by use of the Bank's standard form Letter of Credit Application Agreement and subject to the terms and conditions hereinafter provisions therein and herein set forth, the Bank agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit denominated in Dollars on behalf of Borrowers under the Revolver Commitment, provided that (i) no letters of credit will be issued on behalf of or on the “Letters account of Credit”)Borrowers with an expiry (expiration) date later than the Revolver Final Maturity Date, except only for letters of credit with one year maturities that contain automatic renewal language approved by the Bank, and (ii) no letter of credit will be issued on behalf of or for the account of Borrowers (y) if at the Borrower from time to time on any Business Day during of issuance the period from sum of the date hereof until 60 days before outstanding amount of all Revolver Loans under the Termination Date in an aggregate Available Amount (i) for all Revolver Commitment as evidenced by the Revolver Note plus the unfunded amount of issued but unexpired Letters of Credit not to exceed at any time together with the face amount of the requested Letter of Credit Facility at such time, would exceed the then applicable Revolver Commitment Amount or (iiz) for if the sum of the outstanding amount of all Revolver Loans under the Revolver Commitment plus the unfunded amount of issued but unexpired Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s under the Revolver Commitment together with the face amount of the requested Letter of Credit Commitment would exceed the Collateral Borrowing Base then in effect. If any letter of credit is drawn upon at such any time, and each amount drawn, whether a full or partial draw thereon, shall be reflected by the Bank as an advance on the Revolver Note effective as of the date of the Bank's honoring the sight draft. If any letter of credit or letters of credit remain outstanding on the Revolver Final Maturity Date, the Bank, at its option, may make a Revolver Loan advance under the Revolver Commitment in an amount equal to the aggregate face amount of such letter(s) of credit to purchase a certificate of deposit to be held by the Bank as additional security for the Indebtedness. In consideration of the Bank's agreement to issue standby letters of credit hereunder, Borrowers agree to pay to the Bank letter of credit issuance fees equal to the greater of (iiii) for two hundred basis points (2.00%) per annum on the face amount of each letter of credit or (ii) $1,000.00 per each such Letter of Credit not to exceed Credit, together with the Unused Revolving Credit Commitments Bank's standard letter of credit processing/renewal/amendment fees, which such fee shall be due and payable at the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date time of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter applicable letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)credit.
Appears in 1 contract
Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), Credit for the account of the Borrower from time to time on any Business Day during the period from the date hereof Initial Funding Date until 60 sixty (60) days before the Revolving Credit Termination Date (A) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiB) in an Available Amount for each such Letter of Credit not to exceed an amount equal to (x) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time minus (y) the aggregate Swing Line Advances outstanding at such time. No Letter of Credit shall have an expiration date (including excluding all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 (A) sixty (60) days before the Termination Date sixth anniversary of the Initial Funding Date, (B) in the case of Standby Letters of Credit, 365 days after the date of issuance thereof and (AC) in the case of a Standby Trade Letter of Credit one year Credit, 180 days after the date of issuance thereof. The foregoing notwithstanding, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such any Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III may, by its terms, be automatically renewable annually unless such Issuing Bank has shall have notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 days thirty (30) Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"NOTICE OF TERMINATION"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 sixty (60) days before the Revolving Credit Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).from
Appears in 1 contract
Samples: Credit Agreement (Applied Graphics Technologies Inc)
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions set forth in any Letter of Credit Agreement and hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) stand-by letters of credit (each, a “Letter of Credit”) denominated in Dollars (the “Letters of Credit”), or any Committed Currency for the account of the any Borrower from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the Termination Date in an aggregate Available Amount (i) for all Letters based in respect of Credit not to exceed at any time the Letter of Credit Facility at such time, to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (iii) for all Letters of Credit issued by such each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. No Issuing Bank shall be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank to exceed any limits imposed by, any applicable law. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 60 days 10 Business Days before the earliest Termination Date and (A) in for which the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date aggregate Commitments of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date Lenders (after giving effect to any renewal) extensions of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank Date pursuant to Section 2.20) are not equal to or greater than the immediately preceding sentence, such Standby Letter aggregate Available Amount of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence all Letters of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementCredit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the any Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.
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Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars (the “Letters of Credit”"LETTERS OF CREDIT"), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).
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Samples: Revolving Credit Agreement (Great Wolf Resorts, Inc.)
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the each, a “Letters Letter of Credit”), ) for the account of the Borrower from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Lenders at such time. Each Letter of Credit shall be for an amount of $50,000 or more. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before (x) the Termination Date and (A) in the case of a Standby Letter of Credit date that is one year after the date of issuance thereof, but may by its terms ; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be renewable annually upon notice (a “Notice of Renewal”) given deemed to comply with the foregoing requirement if the Issuing Bank that issued has the unconditional right to prevent any such Standby Letter of Credit and the Administrative Agent on automatic extension from taking place or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three (y) five Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender or each Affiliate of a Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.
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Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions set forth in any Letter of Credit Agreement and hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) stand-by letters of credit (each, a “Letter of Credit”) denominated in Dollars (the “Letters of Credit”), or any Committed Currency for the account of the any Borrower from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the Termination Date in an aggregate Available Amount (i) for all Letters based in respect of Credit not to exceed at any time the Letter of Credit Facility at such time, to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (iii) for all Letters of Credit issued by such each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. No Issuing Bank shall be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank to exceed any limits imposed by, any applicable law. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 60 days 10 Business Days before the earliest Termination Date and (A) in for which the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date aggregate Commitments of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date Lenders (after giving effect to any renewal) extensions of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank Date pursuant to Section 2.20) are not equal to or greater than the immediately preceding sentence, such Standby Letter aggregate Available Amount of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence all Letters of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementCredit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the any Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.
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Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Subject to the terms and conditions hereinafter set forthforth in this Credit Agreement, upon written request of the Borrower delivered to issue the Issuing Bank and upon the execution and delivery by the Borrower of Reimbursement Agreements with the Issuing Bank (or cause its Affiliate that is with a commercial bank that has an Investment Grade Rating equal copy to or better than such the Agent), the Issuing Bank’s Investment Grade Rating Bank shall issue, extend and renew at any time from the Closing Date until the Maturity Date, and subject to issue) letters the satisfaction of credit denominated the conditions precedent set forth in Dollars (the “Sections 9 and 10 hereof, Letters of Credit”), Credit in such form as the Borrower and the Issuing Bank may agree for the account of the Borrower from or any of its Subsidiaries, PROVIDED that at no time to time on any Business Day during shall the period from the date hereof until 60 days before the Termination Date in an aggregate Available Maximum Drawing Amount (i) for of all Letters of Credit not to outstanding exceed $300,000,000 or, if less, the Total Commitment, and PROVIDED FURTHER that at any no time shall the sum of (a) the aggregate principal amount of all Syndicated Loans outstanding, PLUS (b) the aggregate principal amount of all Swing Line Loans outstanding, PLUS (c) the aggregate principal amount of all Competitive Bid Loans outstanding, PLUS (d) the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceed the Total Commitment then in effect. Each written request for the issuance of a Letter of Credit Facility at such time, (ii) for all Letters of Credit issued hereunder shall be received by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten (10) Business Days prior to the proposed date of issuance, PROVIDED that the proposed renewal Issuing Bank shall use its best efforts to issue such Letter of Credit within five (5) Business Days following its receipt of any written request therefor. The expiry dates, amounts and beneficiaries of the Letters of Credit will be as agreed by the Borrower and the Issuing Bank in the applicable Reimbursement Agreement. In the event of any conflict between the terms of this Credit Agreement and such Reimbursement Agreement, the terms of this Credit Agreement shall control. The Borrower may request, and the Issuing Bank upon terms and conditions approved by the Borrower shall issue, substitute Letters of Credit for the Letters of Credit to reflect reductions in the amount of the Borrower's obligations supported by such Letters of Credit. Each Letter of Credit issued by the Issuing Bank hereunder shall identify: (i) the dates of issuance and expiry of such Standby Letter of Credit, (ii) the amount of such Letter of Credit (which shall be a sum certain), (iii) the beneficiary and account party of such Letter of Credit, and (iv) the drafts and other documents necessary to be presented to the Issuing Bank upon drawing thereunder. Each Letter of Credit issued hereunder shall expire no later than one year after its date of issuance unless renewed by the Issuing Bank in accordance with the terms of such Letter of Credit. In no event shall any Letter of Credit issued hereunder expire after the date that is ten (10) days prior to the Maturity Date. The Issuing Bank shall notify the Agent on the date of each issuance, amendment, extension, renewal or drawing of a Letter of Credit, such notice to include details as to the expiration date, the face amount of such Letter of Credit, the amount drawn under such Letter of Credit and upon fulfillment of such other information as the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank Agent may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)reasonably request.
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Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 30 days before the Termination Maturity Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 30 days before the Termination Maturity Date (provided such Letter of Credit may have an expiration date after the date that is 30 days before the Maturity Date, but not after the Maturity Date, so long as such Letter of Credit obligates the Borrower to Cash Collateralize such Letter of Credit in accordance with Section 2.03(e)) and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 180 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 30 days before the Termination Maturity Date (provided such Letter of Credit may have an expiration date after the date that is 30 days before the Maturity Date, but not after the Maturity Date, so long as such Letter of Credit obligates the Borrower to Cash Collateralize such Letter of Credit in accordance with Section 2.03(e)). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Notwithstanding the foregoing, the expiration date of any Letter of Credit may occur after the Maturity Date; provided, that the Administrative Agent and the Issuing Bank, each acting in its sole discretion, has approved in writing such expiration date (which approval may be conditioned on such terms and conditions (including the Cash Collateralization of such Letter of Credit) as Administrative Agent and the Issuing Bank, each acting in its sole discretion, may determine).
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Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the each, a “Letters Letter of Credit”), ) for the account of the Borrower and its Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the latest Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders for which the applicable Termination Date is later than the expiration date of such Letter of Credit at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank provided that issued such Standby any Letter of Credit and the Administrative Agent on or prior to any date which provides for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal automatic one-year extensions(s) of such Standby Letter of Credit and upon fulfillment of expiration date shall be deemed to comply with the foregoing requirement if the applicable Issuing Bank has the unconditional right to prevent any such automatic extension from taking place (and such Issuing Bank shall prevent any such automatic extension from taking place at any time the conditions set forth in Article III unless Section 3.02 are not satisfied, as notified to such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or by any Lender in writing prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”extension) and (B) in the case first anniversary of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the latest Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may from time to time request the issuance Issuance of Letters of Credit under this Section 2.01(b), repay any . Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to Section 2.04(c) and request the issuance terms of additional Letters of Credit under this Section 2.01(b)Agreement.
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Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to Borrowers may request that Lender or Lender’s affiliates issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated against the Revolving Note. Any letters of credit issued hereunder shall be in Dollars form and content acceptable to Lender. All requests for issuance of letters of credit shall require two Banking Business Days’ prior notice, and shall, unless otherwise agreed by Lender, have an expiry date which is the earlier of one year after its issuance or the maturity date of the Revolving Note provided that the expiry date of any letter of credit may be up to 12 months later than the maturity date of the Revolving Note if Borrowers agree at the time of issuance that, after the payment of all of the obligations of Borrowers hereunder, Borrowers will provide Lender with cash collateral in the amount of 103% of the stated amount of the applicable letter of credit. Lender may require Borrowers to execute Lender’s standard application and reimbursement agreement for letters of credit (the “Letters Reimbursement Agreement”), provided that, in the event of any conflict between the terms of the Reimbursement Agreement and this Agreement, the terms of this Agreement shall apply, including terms with respect to the disbursement of funds hereunder to reimburse Lender for drawings on letters of credit. If any Borrower so requests, Lender shall, subject to the other conditions set forth in this Section 2.2e and so long as no Event of Default or event which with the passage of time or giving of notice, or both, has occurred and is continuing and there is availability therefor under the Loan, issue letters of credit under this Loan Agreement that have automatic extension provisions (each, an “Auto-Extension Letter of Credit”), for the account ; provided that any such Auto-Extension Letter of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount Credit must (i) permit Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such letter of credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such letter of credit is issued, and (ii) not be permitted to have an expiry date later than the maturity date of the Revolving Loan unless Borrowers satisfy the requirements set forth in this Section 2.2e. Unless otherwise directed by Lender in writing, Borrowers shall not be required to make a specific request to Lender for any such extension. Borrowers shall pay quarterly, in advance all Letters fees and charges for issuance of Credit not to exceed at any time the Letter letters of Credit Facility at such timecredit, including: (i) fees customarily charged by Lender, (ii) for all Letters standby letters of Credit issued by credit, an issuance fee equal to the Applicable Margin then in effect of the face amount of each such Issuing Bank not to exceed such Issuing Bank’s Letter letter of Credit Commitment at such timecredit, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal fees set forth in such Letter this Loan Agreement or the Reimbursement Agreement. Upon issuance of Credit but in any event at least three Business Days prior a letter of credit against the Revolving Note, an amount of the Revolving Note equal to the date amount of the proposed renewal letter of such Standby Letter credit shall be frozen and unavailable for disbursement upon request of Credit and upon fulfillment Borrowers so long as the letter of credit is outstanding or subject to payment. Upon payment by Lender of any drawing on any letter of credit issued against the Revolving Note, Lender shall disburse funds under the Revolving Note to reimburse Lender for the amount of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)drawing.
Appears in 1 contract
Samples: Loan Agreement (Black Diamond, Inc.)
Letters of Credit. Each Issuing Bank severallyDuring the period from and including the Closing Date to, but not jointlyexcluding, agreesthe 30th day prior to the Revolving Credit Termination Date, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating , as issuing bank for the Lenders, agrees to issue) letters of extend credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower at any time and from time to time on by issuing, renewing, extending or reissuing Letters of Credit; provided however, the LC Exposure at any Business Day during one time outstanding shall not exceed the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount lesser of (i) for the LC Commitment or (ii) the Working Capital Borrowing Base as then in effect, minus the aggregate principal amount of all Working Capital Loans then outstanding. The Lenders shall participate in such Letters of Credit not according to exceed at any time their respective Percentage Shares. Each of the Letter Letters of Credit Facility at such timeshall (i) be issued by the Issuing Bank on a sight basis only, (ii) contain such terms and provisions as are reasonably required by the Issuing Bank, (iii) be for all the account of the Borrower and (iv) expire not later than (A) 30 days before the Revolving Credit Termination Date, with respect to commercial letters of credit, and (B) 10 days before the Revolving Credit Termination Date, with respect to standby letters of credit. The Borrower may request that one or more Letters of Credit be issued in an Offshore Currency denomination as part of the LC Exposure. The aggregate Dollar Equivalent of all Offshore Currency Letters of Credit, as of the issuance date of any such Offshore Currency Letter of Credit, shall not exceed $25,000,000 as determined by such the Administrative Agent. No Issuing Bank not shall be obligated to exceed such Issuing Bank’s issue an Offshore Currency Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless if such Issuing Bank has notified the Borrower (with a copy determined, in its sole discretion, that it is unable to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) fund obligations in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofrequested Offshore Currency; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or shall use its best efforts to locate suitable issuers if no Issuing Banks are able to fund obligations in the Borrowerrequested Offshore Currency. From and after the Closing Date, deem that a Notice the Existing Letters of Renewal had been timely delivered and in such case, a Notice of Renewal Credit shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of be Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder issued pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (BRL Universal Equipment Corp)
Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Revolving Credit Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time, provided that such obligation of the Issuing Banks shall be contingent on no Revolving Credit Lender being a Delinquent Lender (provided that the Issuing Bank may, in its sole discretion, be entitled to waive this condition). All Letters of Credit shall be denominated in Dollars and shall be issued on a sight basis only. No Letter of Credit shall shall, except as provided below, have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of the date that is 60 days before the Revolving Credit Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereofCredit, but may by its terms provide that such expiration date will be renewable annually upon notice (automatically extended for a “Notice of Renewal”) given period and on terms acceptable to the Issuing Bank that issued issues such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable extendible annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Terminationnot, (y) permit such beneficiaryexcept as provided below, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewalextension) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Revolving Credit Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in a Letter of Credit may, as a result of its express terms or as the absence result of receipt the effect of a Notice an automatic extension provision, have an expiration of Renewal not more than one year beyond the applicable Revolving Credit Termination Date so long as the Borrower delivers to the Issuing Bank may in its discretion, unless instructed no later than thirty (30) days prior to the contrary by Revolving Credit Termination Date cash collateral for such Letter of Credit for deposit into the Administrative Agent or L/C Cash Collateral Account in an amount equal to the Borrower, deem that a Notice maximum stated amount of Renewal had been timely delivered and in such case, a Notice Letter of Renewal shall be deemed to have been so delivered for all purposes under this AgreementCredit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).
Appears in 1 contract
Samples: Credit Agreement (American Campus Communities Operating Partnership LP)
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof Closing Date until 60 thirty (30) days before the Revolving Credit Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Issuing Banks' Letter of Credit Facility Commitments at such time, time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) in an Available Amount for each such Letter of Credit not to exceed (after giving effect to any immediate application of the proceeds thereof) the Unused Revolving Credit Commitments of the Lenders Availability at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 (A) thirty (30) days before the Revolving Credit Termination Date and Date, (AB) in the case of a Standby Letter of Credit one year Credit, 365 days after the date of issuance thereof and (C) in the case of a Trade Letter of Credit, 365 days after the date of issuance thereof. The foregoing notwithstanding, but may any Standby Letter of Credit may, by its terms terms, be renewable annually upon notice (a “"Notice of 46 39 Renewal”") given to the applicable Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three five (5) Business Days prior to the date of the proposed renewal of such Standby Letter of Credit Credit) and upon fulfillment of the applicable conditions set forth in Article III 3 unless such Issuing Bank has shall have notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 days thirty (30) Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 thirty (30) days before the Revolving Credit Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal Renewal, the applicable Issuing Bank may may, in its discretion, discretion unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.1(e), repay any Letter of Credit Advances resulting from drawings thereunder under Letters of Credit pursuant to Section 2.04(c2.3(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(e).
Appears in 1 contract
Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “"Letters of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 30 days before the Tranche A Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 5 days before the Tranche A Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 5 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).the
Appears in 1 contract
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (collectively, the “"Letters of Credit”)", and each a "Letter of Credit") for the account of the Borrower (such issuance, and any funding of a draw thereunder, to be made by the Issuing Banks in reliance on the agreements of the other Banks pursuant to Section 2.03) from time to time on any Business Day during the period from the date hereof Effective Date until 60 10 days before prior to the Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by the Issuing Banks not to exceed at any time the lesser of (A) the aggregate Letter of Credit Facility Commitments at such time, time and (iiB) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s the Letter of Credit Commitment of such Issuing Bank at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders Banks at such time. No Letter Letters of Credit shall have an expiration date dates (including all rights of the Borrower or the beneficiary to require renewalrequest renewals thereof pursuant to the next sentence) later than the earlier of 60 days before the Termination Date and (Ax) in the case of a Standby Letter of Credit one year after from the date of issuance thereofand (y) 10 Business Days prior to the Termination Date; provided, but however, that upon the Borrower's request, the Issuing Banks agree, on the terms and conditions hereof, to issue Long-Dated Letters of Credit with an aggregate outstanding face value not exceeding 33-1/3% of the aggregate amount of the Revolving Credit Commitments (which Long-Dated Letters of Credit shall in no event expire later than 10 Business Days before the Termination Date). Notwithstanding the foregoing, any Letter of Credit may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to automatically annually, unless the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such relevant Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date"). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(a) and request the issuance of additional Letters of Credit under this Section 2.01(b).
Appears in 1 contract
Samples: Credit Agreement (Halliburton Co)
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a)(i) Subject to and upon the terms and conditions hereinafter set forthforth herein, the Borrower may request a Letter of Credit Issuer at any time and from time to time on or after the Restatement Effective Date and prior to the thirtieth day prior to the Maturity Date to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issuex) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower and for the benefit of any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations of the Borrower or any of its Subsidiaries, an irrevocable sight standby letter of credit, in a form customarily used by such Letter of Credit Issuer or in such other form as has been approved by such Letter of Credit Issuer (each such standby letter of credit, a "Standby Letter of Credit") in support of such L/C Supportable Obligations and (y) for the account of the Borrower and for the benefit of sellers of goods or materials to the Borrower or any of its Subsidiaries, an irrevocable sight commercial letter of credit in a form customarily used by such Letter of Credit Issuer or in such other form as has been approved by such Letter of Credit Issuer (each such commercial letter of credit, a "Trade Letter of Credit", and each such Trade Letter of Credit and each Standby Letter of Credit, a "Letter of Credit") in support of commercial transactions of the Borrower and its Subsidiaries, and (ii) subject to and upon the terms and conditions set forth herein such Letter of Credit Issuer agrees to issue from time to time on any Business Day during time, irrevocable Letters of Credit in such form as may be approved by such Letter of Credit Issuer and the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for Administrative Agent. Annex III contains a description of all Letters of Credit not to exceed at any time (as defined in the Existing Credit Agreement) issued by a Letter of Credit Facility at Issuer pursuant to Section 2 of the Existing Credit Agreement which remain outstanding on the Restatement Effective Date. Each such timeletter of credit, including any extension thereof (iieach an "Existing Letter of Credit") shall constitute a "Letter of Credit" for all Letters purposes of Credit this Agreement and shall be deemed issued by such Issuing Bank not to exceed such Issuing Bank’s for purposes of Sections 2.04(a) and 3.01(b) and (c) on the Restatement Effective Date. Notwithstanding the foregoing, no Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal Issuer shall be deemed under any obligation to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay issue any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request if at the issuance time of additional Letters of Credit under this Section 2.01(b).such issuance:
Appears in 1 contract
Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars and to continue any Existing Letters of Credit (collectively, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof); provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(c). SECTION 2.02.
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Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), Credit for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 15 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the Letter of Credit Facility at such time, time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 15 days before the Termination Date and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 15 days before the Termination Date. If either a Notice of or Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal Renewal, the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of or Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).
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Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit (each, a "LETTER OF CREDIT") denominated in Dollars (the “Letters of Credit”), U.S. dollars for the account of the any Borrower from time to time on any Business Day during the period from and after the date hereof of the initial Advance until 60 days before the Revolving Termination Date in an aggregate Available Amount (i) for all Letters of Credit amount not to exceed at any time outstanding the Letter of Credit Facility Sublimit in effect at such time; provided that, (ii) for all Letters after giving effect to the issuance of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit Credit, the Total Current Exposure shall not to exceed the Unused Total Revolving Credit Commitments of the Lenders at such timeCommitment. No Each Letter of Credit shall have an expiration expiry date (including all rights of the Borrower which is 365 days or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after less immediately following the date of the issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (other than the Rabobank Italy Letter of Credit), but in no event shall any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment have an expiry date that occurs on a date later than the Revolving Termination Date; PROVIDED, HOWEVER, a Borrower may request issuance or renewal of a Letter of Credit with an expiry date after the applicable conditions set forth Revolving Termination Date if, at the time of such issuance or renewal, such Borrower deposits into the L/C Cash Collateral Account an amount in Article III unless such Issuing Bank has notified the Borrower (with a copy immediately available funds equal to the Administrative Agent) on or prior to the date for notice face amount of termination set forth in such Letter of Credit but in any event at least 30 days prior to Credit. The reimbursement obligation under the date of automatic renewal of its election not to renew such Standby Letter of Credit (shall be payable in U.S. dollars in accordance with Section 2.3(b). All amounts paid by the Issuing Bank under a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require shall, immediately upon the making of such payment and without the necessity of further act or evidence, constitute Revolving Advances to the requesting Borrower by the Issuing Bank that hereunder for all purposes of this Agreement (including, without limitation, the provisions of Section 2.4 and Section 2.6), which shall be deemed made by the Issuing Bank, and the Issuing Bank shall be entitled to all of the benefits of this Agreement and the other Loan Documents with respect to such Revolving Advances. Each Letter of Credit issued such Standby on behalf of any Borrower may be cancelled before its expiration date without penalty if the beneficiary of the Letter of Credit delivers the original Letter of Credit to give the beneficiary named in such Standby Issuing Bank. Each Letter of Credit notice issued under the Existing Credit Agreement and outstanding as of any Notice of Terminationthe Agreement Date is listed on SCHEDULE 2.1(C) hereto, (y) permit and such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter existing Letters of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes issued and outstanding under this Agreement. Within the limits Agreement as of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Agreement Date.
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Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, If the Administrator determines on the terms and conditions hereinafter set forthBusiness Day immediately preceding any Distribution Date during the Series 2017-1 Rapid Amortization Period that on such Distribution Date there will exist a Series 2017-1 Lease Principal Payment Deficit, the Administrator shall instruct the Trustee in writing to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (draw on the “Series 2017-1 Letters of Credit”), for if any, as provided below. Upon receipt of a notice by the account Trustee from the Administrator in respect of a Series 2017-1 Lease Principal Payment Deficit on or prior to 3:00 p.m. (New York City time) on the Borrower from time to time on any Business Day during immediately preceding a Distribution Date, the period from Trustee shall, by 5:00 p.m. (New York City time) on such Business Day draw an amount as set forth in such notice equal to the date hereof until 60 days before the Termination Date in an aggregate Available Amount least of (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such timeSeries 2017-1 Lease Principal Payment Deficit, (ii) the Principal Deficit Amount for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, Distribution Date and (iii) for each such the Series 2017-1 Letter of Credit not Liquidity Amount on the Series 2017-1 Letters of Credit by presenting to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No each Series 2017-1 Letter of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and shall have an expiration date (including all rights of cause the Borrower or the beneficiary Lease Deficit Disbursements to require renewal) later than the earlier of 60 days before the Termination Date and (A) be deposited in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued Series 2017-1 Distribution Account on such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofdate; provided, however, that if the terms Series 2017-1 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2017-1 Cash Collateral Account and deposit in the Series 2017-1 Distribution Account an amount equal to the lesser of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued Series 2017-1 Cash Collateral Percentage for such Standby Letter date of Credit to give the beneficiary named in lesser of the Series 2017-1 Lease Principal Payment Deficit and the Principal Deficit Amount for such Standby Letter of Credit notice of any Notice of Termination, Distribution Date and (y) permit the Series 2017-1 Available Cash Collateral Account Amount on such beneficiary, upon receipt date and draw an amount equal to the remainder of such notice, to draw under such Standby Letter amount on the Series 2017-1 Letters of Credit prior Credit. Notwithstanding any of the preceding to the contrary, during the period after the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to filing by any renewal) of such Standby Letter the Lessees of Credit in any event to be extended to a date later than 60 days before petition for relief under Chapter 11 of the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on Bankruptcy Code until the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits each of the Letter Lessees shall have resumed making all payments of Credit Facility, and subject the portion of Monthly Base Rent relating to Loan Interest required to be made under the limits referred to aboveAESOP I Operating Lease, the Borrower may request Administrator shall only instruct the issuance of Trustee to draw on the Series 2017-1 Letters of Credit under (or withdraw from the Series 2017-1 Cash Collateral Account, if applicable) pursuant to this Section 2.01(b2.5(b), repay any Letter and the Trustee shall only draw (or withdraw), an amount equal to the lesser of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c(i) the amount determined as provided in the preceding sentence and request (ii) the issuance excess, if any, of additional Letters of Credit under this Section 2.01(b)(x) the Series 2017-1 Liquidity Amount on such date over (y) the Series 2017-1 Required Liquidity Amount on such date.
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Samples: Avis Budget Group, Inc.
Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and ----------------- conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof Closing Date until 60 sixty (60) days before the Revolving Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than (i) the earlier of 60 sixty (60) days before the Revolving Termination Date Date, and (Aii) in the case of a Standby Letter of Credit one year 365 days after the date of issuance thereof. The foregoing notwithstanding, but may any Letter of Credit may, by its terms terms, be renewable annually upon notice (a “'Notice ------ of Renewal”') given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or ---------- prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three five (5) Business Days prior to the date of the proposed renewal of such Standby Letter of Credit Credit) and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has shall have notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 days thirty (30) Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “'Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof'); provided, however, --------------------- provided that the terms of each Standby Letter of Credit that is automatically renewable -------- annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 sixty (60) days before the Revolving Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal Renewal, -------- ------- the applicable Issuing Bank may may, in its discretion, discretion unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(bsubsection 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder under Letters of Credit pursuant to Section 2.04(c) 2.03 and request the issuance of additional Letters of Credit under this Section 2.01(bsubsection 2.01(c).
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Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “"Letters of Credit”), ") for the account of any Borrower under the Borrower Letter of Credit A Facility, Letter of Credit B-1 Facility or Letter of Credit B-2 Facility, as the case may be, from time to time on any Business Day during the period from the date hereof until 60 30 days before the Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s 's Letter of Credit Commitment at such timetime under the Facility which the applicable Notice of Issuance specifies as the Facility under which such Letter of Credit is to be issued, and (iiiii) in an Available Amount for each such Letter of Credit to be issued under the Letter of Credit A Facility not to exceed the lesser of (x) the Letter of Credit A Facility at such time and (y) the aggregate Unused Revolving Credit Working Capital Commitments of the Working Capital A Lenders under the Working Capital A Facility at such time, (iii) in an Available Amount for each such Letter of Credit to be issued under the Letter of Credit B-1 Facility not to exceed the lesser of (x) the Letter of Credit B-1 Facility at such time and (y) the aggregate Unused Working Capital Commitments of the Working Capital B-1 Lenders under the Working Capital B-1 Facility at such time and (iv) in an Available Amount for each such Letter of Credit to be issued under the Letter of Credit B-2 Facility not to exceed the lesser of (x) the Letter of Credit B-2 Facility at such time and (y) the aggregate Unused Working Capital Commitments of the Working Capital B-2 Lenders under the Working Capital B-2 Facility at such time. Letters of Credit issued under the Letter of Credit A Facility shall be issued for the account of any Crompton A Borrower, Letters of Credit issued under the Letter of Credit B-1 Facility shall be issued for the account of the Uniroyal B-1 Borrower and Letters of Credit issued under the Letter of Credit B-2 Facility shall be issued for the account of any B-2 Borrower. No Letters of Credit shall be issued under the Italian Facility or the Canadian Facility. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 60 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) thereof and (B) in the case of a Trade Letter of Credit, 60 90 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit A Facility, the Letter of Credit B-1 Facility or the Letter of Credit B-2 Facility, as the case may be, and subject to the limits referred to above, any Crompton A Borrower, the Borrower Uniroyal B-1 Borrower, any B-2 Borrower, as the case may be, may request the issuance of Letters of Credit under this Section 2.01(b2.01(i), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(i).
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Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, (a) Following the Closing Date and Borrower’s deposit of funds into the Immediate Repair Account on the terms and conditions hereinafter set forthClosing Date in accordance with Section 8.1 hereof, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower may from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not deliver to exceed at any time the Lender a Letter of Credit Facility at in accordance with the provisions of this Section 8.11 in replacement of such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s amounts then on deposit in the Immediate Repair Account. Any Letter of Credit Commitment at such time, and (iii) for each from time to time delivered in replacement of funds on deposit in the Immediate Repair Reserve Account shall be in an amount equal to the amount of Immediate Repair Reserve Funds held by Cash Management Bank in cash on the date such Letter of Credit not is delivered to exceed the Unused Revolving Lender and Borrower shall give Lender no less than ten (10) days written notice of Borrower’s election to deliver a Letter of Credit Commitments together with a draft of the Lenders at proposed Letter of Credit and Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith. Upon such timedelivery to Lender of a Letter of Credit in the amount equal to the amount of Immediate Repairs Funds held by Cash Management Bank in cash on the date of delivery of such Letter of Credit and provided that no Event of Default has occurred and is continuing, Lender shall promptly cause the Cash Management Bank to disburse any funds held by the Cash Management Bank in cash in the Immediate Repair Account to Borrower. No party other than Lender shall be entitled to draw on any such Letter of Credit. In the event that any disbursement of any Immediate Repairs Funds relates to a portion thereof provided through a Letter of Credit, any “disbursement” of said funds as provided above shall be deemed to refer to (i) Borrower providing Lender a replacement Letter of Credit in an amount equal to the original Letter of Credit posted less the amount of the applicable disbursement provided hereunder and (ii) Lender, after receiving such replacement Letter of Credit, returning such original Letter of Credit to Borrower; provided, that, no replacement Letter of Credit shall have an expiration date (including all rights be required with respect to the final disbursement of the Borrower or the beneficiary Immediate Repair Funds such that no further sums are required to require renewal) later than the earlier of 60 days before the Termination Date and (A) be on deposit in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Immediate Repair Account.
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Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to the terms and conditions hereinafter set forthhereof, to and for so long as no Event of Default exists, Lender shall, upon the request of Borrower, issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit (which term shall be deemed to include the amendment, renewal or extension of an existing Letter of Credit”), ) for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before through and including the Commitment Termination Date in having an aggregate Available Amount (i) for all Letters of Credit not to exceed face amount at any one time outstanding up to the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Available Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such timeas then in effect. No Letter Documentary Letters of Credit shall not have an expiration expiry date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 90 days before the Termination Date after issuance and (A) in the case of a Standby Letter standby Letters of Credit one shall not have an expiry date later than 1 year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; providedissuance. In no event, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant have an expiry date later than the Commitment Termination Date. Borrower shall execute and deliver to Section 2.04(cLender, all letter of credit agreements and other documents required by Lender, in form and substance satisfactory to Lender in its sole discretion. Borrower agrees to unconditionally and absolutely indemnify, defend, pay and hold harmless Lender for all draws, claims, losses, damages, obligations and liabilities suffered or incurred at any time by Lender, including without limitation attorneys' fees and reasonable costs with respect to any and all Letters of Credit, except to the extent suffered or incurred as a result of Lender's gross negligence or willful misconduct. Lender shall notify Borrower in accordance with its customary practice of any payment or disbursement made by Lender under any Letter of Credit. Borrower shall either (i) and request reimburse Lender in immediately available funds on the issuance of additional same day as Borrower is notified by Lender that any draw is paid by Lender under the Letters of Credit under this Section 2.01(b(all such amounts so paid or disbursed until paid, are hereinafter referred to as "Unpaid Drawings"), or (ii) notify the Lender that it has elected to convert such amount into a Revolving Credit Loan.
Appears in 1 contract
Samples: Loan Agreement (Syms Corp)
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, The Borrower shall pay directly to issue (or cause each L/C Issuer for its Affiliate that is own account a commercial bank that has an Investment Grade Rating equal fronting fee with respect to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the each Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not it equal to exceed such Issuing Bank’s Letter 0.125% per annum of the maximum amount available (l) Provisions Related to Extended Revolving Credit Commitment at such time, and (iii) for each Commitments. If the Maturity to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect Date in respect of any Participating Revolving Credit Commitments occurs prior to exceed the Unused expiry date under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of any Letter of Credit, then (i) if one or more other Participating Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but Credit). Such fronting fees shall be computed on a quarterly basis in any event at least three Business Days prior to the date of the proposed renewal of arrears. are then in effect (or will automatically be in effect upon such Standby Letter maturity), such Letters of Credit Such fronting fees shall be due and upon fulfillment of payable in Dollars on the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms 15th day of each Standby Letter of Credit that is April, July, shall automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered issued (including for all purposes under this Agreement. Within of the limits obligations of October and January, commencing with the first such date to occur after the issuance of such Letter the Participating Revolving Credit Lenders to purchase participations therein and to make of Credit, on the Letter of Credit FacilityExpiration Date and thereafter on demand, provided that if any Revolving Credit Loans and subject payments in respect thereof pursuant to Sections 2.26(c) and (d)) such day is not a Business Day, payment shall be due on the limits referred to abovenext succeeding Business Day. In under (and ratably participated in by Participating Revolving Credit Lenders pursuant to) the non- addition, the Borrower may request the issuance of Letters shall pay directly to each L/C Issuer for its own account with respect to terminating Participating Revolving Credit Commitments up to an aggregate amount not to exceed each Letter of Credit under this Section 2.01(b)the customary issuance, repay presentation, amendment and other processing fees, the aggregate principal amount of the unutilized Participating Revolving Credit Commitments and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time continuing at such time (it being understood that no partial face amount of any Letter of Credit Advances resulting from drawings thereunder to time in effect. Such customary fees and standard costs and charges are due and payable within may be so reallocated) and (ii) to the extent not reallocated pursuant to Section 2.04(cimmediately preceding ten (10) Business Days of demand and are non-refundable. clause (i) and request unless provisions reasonably satisfactory to the issuance applicable L/C Issuer for the treatment of additional Letters such Letter of Credit as a letter of credit under this Section 2.01(ba successor credit facility have been (j).
Appears in 1 contract
Samples: Credit Agreement (Sothebys)
Letters of Credit. Each The Borrower, the Issuing Bank severallyand each of the Revolving Credit Lenders hereby agree that each of the Existing Letters of Credit shall, but not jointlyon and after the Effective Date, continue as and be deemed for all purposes of this Agreement to be a Letter of Credit issued and outstanding under the terms of this Agreement. The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit denominated (each a "LETTER OF CREDIT") in Dollars (the “Letters of Credit”), U.S. dollars for the account of the Borrower in favor of any Person (other than the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the date hereof until 60 days Effective Date to ten Business Days before the scheduled Termination Date for the Revolving Credit Facility (i) in an aggregate Available Amount (i) for all outstanding Letters of Credit not to exceed at any time the Letter of Credit Facility at on such time, Business Day and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) in an Available Amount for each such Letter of Credit not to exceed the aggregate Unused Revolving Credit Commitments Commitment of the Revolving Credit Lenders at on such timeBusiness Day. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary of such Letter of Credit to require renewal) later than the earlier of 60 days before the Termination Date and (A) in ten Business Days prior to the case of a Standby Letter of scheduled Termination Date for the Revolving Credit Facility and (B) one year after the date of issuance thereof, but any such Letter of Credit may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III III, unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days ten Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"NOTICE OF TERMINATION"); provided, however, provided that the terms of each Standby Letter of the Letters of Credit that is automatically renewable annually (1) shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in of such Standby Letter of Credit notice of any Notice of Termination, (y2) shall permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date on which such Standby Letter of Credit otherwise would have been automatically renewed and (z3) shall not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date that is later than 60 days before ten Business Days prior to the scheduled Termination DateDate for the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby the related Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to aboveabove in this Section 2.01(d), the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(b) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(d).
Appears in 1 contract
Samples: Credit Agreement (Caremark Rx Inc)
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Upon Borrower's application from time to time by use of the Bank's standard form Letter of Credit Application Agreement and subject to the terms and conditions hereinafter provisions therein and herein set forth, the Bank agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit denominated in Dollars on behalf of the Borrower under the Revolver Commitment, provided that (i) no letters of credit will be issued on behalf of or on the “Letters account of Credit”)the Borrower with an expiry (expiration) date later than the Revolver Final Maturity Date, except only for letters of credit with one year maturities that contain automatic renewal language approved by the Bank, and (ii) no letter of credit will be issued on behalf of or for the account of the Borrower from (y) if at the time to time on any Business Day during of issuance the period from sum of the date hereof until 60 days before outstanding amount of all Revolver Loans under the Termination Date in an aggregate Available Amount (i) for all Revolver Commitment as evidenced by the Revolver Note plus the unfunded amount of issued but unexpired Letters of Credit not to exceed at any time together with the face amount of the requested Letter of Credit Facility at such time, would exceed the then applicable Revolver Commitment Amount or (iiz) for if the sum of the outstanding amount of all Revolver Loans under the Revolver Commitment plus the unfunded amount of issued but unexpired Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s under the Revolver Commitment together with the face amount of the requested Letter of Credit Commitment would exceed the Collateral Borrowing Base then in effect. If any letter of credit is drawn upon at such any time, and each amount drawn, whether a full or partial draw thereon, shall be reflected by the Bank as an advance on the Revolver Note effective as of the date of the Bank's honoring the sight draft. If any letter of credit or letters of credit remain outstanding on the Revolver Final Maturity Date, the Bank, at its option, may make a Revolver Loan advance under the Revolver Commitment in an amount equal to the aggregate face amount of such letter(s) of credit to purchase a certificate of deposit to be held by the Bank as additional security for the Indebtedness. In consideration of the Bank's agreement to issue standby letters of credit hereunder, the Borrower agrees to pay to the Bank letter of credit issuance fees equal to the greater of (iiii) for two hundred basis points (2.00%) per annum on the face amount of each letter of credit or (ii) $1,000.00 per each such Letter of Credit not to exceed Credit, together with the Unused Revolving Credit Commitments Bank's standard letter of credit processing/renewal/amendment fees, which such fee shall be due and payable at the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date time of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter applicable letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)credit.
Appears in 1 contract
Samples: Revolver Loan Agreement (Viking Investments Group, Inc.)
Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and ----------------- conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “"Letters of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 30 days before the Working Capital Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such the Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Working Capital Commitments of the Working Capital Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 15 days before the Working Capital Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (B) in the case of a Trade Letter of Credit, 60 180 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 15 days before the Working Capital Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(e).
Appears in 1 contract
Letters of Credit. Each The applicable Issuing Bank severallyLender shall, but not jointly, agrees, on at the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account request of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Company, issue one or more Letters of Credit not to exceed at any time hereunder, with expiry dates that would occur after the Letter of Credit Facility at Expiration Date (and after the Maturity Date), based upon the Company’s agreement to fully Cash Collateralize the LOC Obligations relating to such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s on the Letter of Credit Commitment at such time, and (iii) for each such Expiration Date pursuant to the terms of Section 2.20(a)(ii). In the event the Company fails to fully Cash Collateralize the outstanding LOC Obligations on the Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Expiration Date, each outstanding Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary automatically be deemed to require renewal) later than the earlier of 60 days before the Termination Date and (A) be drawn in the case of a Standby Letter of Credit one year after the date of issuance thereoffull, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal Company shall be deemed to have been so delivered for all purposes under this Agreement. Within requested a Base Rate Loan to be funded 3951155352.2 DMSLIBRARY01\31771180.v14 UNIVERSAL HEALTH REALTY INCOME TRUST FIRST AMENDMENT TO CREDIT AGREEMENT by the limits of Revolving A Lenders on the Letter of Credit FacilityExpiration Date to reimburse such drawing (with the proceeds of such Base Rate Loan being used to Cash Collateralize outstanding LOC Obligations as set forth in Section 2.20). In the event a Mandatory LOC Borrowing cannot for any reason be made on such date (including, without limitation, as a result of the occurrence of a Bankruptcy Event) then each such Lender hereby agrees that it shall fund its Participation Interests in the outstanding LOC Obligations on such day (with the proceeds of such funded Participation Interests being used to Cash Collateralize outstanding LOC Obligations as set forth in Section 2.20). Each Revolving A Lender’s obligation to make such payment to the applicable Issuing Lender, and subject the right of the applicable Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the limits referred to abovetermination of this Agreement or the Commitments hereunder, the Borrower may request existence of a Default or Event of Default or the issuance acceleration of Letters of Credit under this Section 2.01(b)the Obligations hereunder and shall be made without any offset, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)abatement, withholding or reduction whatsoever.
Appears in 1 contract
Samples: Credit Agreement (Universal Health Realty Income Trust)
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Upon Borrowers’ application from time to time by use of the Bank’s standard form Letter of Credit Application Agreement and subject to the terms and conditions hereinafter provisions therein and herein set forth, the Bank agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit denominated in Dollars on behalf of Borrowers under the Revolver Commitment, provided that (i) no letters of credit will be issued on behalf of or on the “Letters account of Credit”)Borrowers with an expiry (expiration) date later than the Revolver Final Maturity Date, except only for letters of credit with one year maturities that contain automatic renewal language approved by the Bank, and (ii) no letter of credit will be issued on behalf of or for the account of Borrowers (y) if at the Borrower from time to time on any Business Day during of issuance the period from sum of the date hereof until 60 days before outstanding amount of all Revolver Loans under the Termination Date in an aggregate Available Amount (i) for all Revolver Commitment as evidenced by the Revolver Note plus the unfunded amount of issued but unexpired Letters of Credit not to exceed at any time together with the face amount of the requested Letter of Credit Facility at such time, would exceed the then applicable Revolver Commitment Amount or (iiz) for if the sum of the outstanding amount of all Revolver Loans under the Revolver Commitment plus the unfunded amount of issued but unexpired Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s under the Revolver Commitment together with the face amount of the requested Letter of Credit Commitment would exceed the Collateral Borrowing Base then in effect. If any letter of credit is drawn upon at such any time, and each amount drawn, whether a full or partial draw thereon, shall be reflected by the Bank as an advance on the Revolver Note effective as of the date of the Bank’s honoring the sight draft. If any letter of credit or letters of credit remain outstanding on the Revolver Final Maturity Date, the Bank, at its option, may make a Revolver Loan advance under the Revolver Commitment in an amount equal to the aggregate face amount of such letter(s) of credit to purchase a certificate of deposit to be held by the Bank as additional security for the Indebtedness. In consideration of the Bank’s agreement to issue standby letters of credit hereunder, Borrowers agree to pay to the Bank letter of credit issuance fees equal to the greater of (iiii) for two hundred basis points (2.00%) per annum on the face amount of each letter of credit or (ii) $1,000.00 per each such Letter of Credit not to exceed Credit, together with the Unused Revolving Credit Commitments Bank’s standard letter of credit processing/renewal/amendment fees, which such fee shall be due and payable at the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date time of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter applicable letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)credit.
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Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on 2.3.1 As a sublimit under the Revolving Commitment and subject to the terms and conditions hereinafter set forthhereof, at any time and from time to time from the Closing Date through the Letter of Credit Maturity Date, Issuing Lender agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters Letters of credit Credit denominated in Dollars (for the “Letters account of Credit”)Borrower, and as applicable, at the discretion of Issuing Lender, for the account of any Subsidiary, as Borrower may request by a Request for Letter of Credit; provided, however, that the Borrower from time form and substance of each Letter of Credit shall be subject to time on any Business Day during the period from the date hereof until 60 days before the Termination Date approval by Issuing Lender, in an aggregate Available Amount its sole discretion; and, provided further, that after giving effect to all such Letters of Credit, (i) for all Letters of Credit the Revolving Facility Usage does not to exceed at any time the Borrowing Availability, (ii) the Letter of Credit Facility at such time, (ii) for Usage under all outstanding Letters of Credit issued by such Issuing Bank does not to exceed such Issuing Bank’s the Letter of Credit Commitment at such timeSublimit, and (iii) for as to each Lender, such Lender's Pro Rata Share of the Revolving Facility Usage does not exceed such Lender's Pro Rata Share of the Revolving Commitment. Each Letter of Credit shall mature on or before the Letter of Credit Maturity Date and, unless the Issuing Lender and Requisite Lenders otherwise consent in a writing delivered to Administrative Agent, the term of any Letter of Credit shall not exceed one (1) year or extend beyond the Letter of Credit Maturity Date, provided that in the Issuing Lender’s and Requisite Lenders’ discretion, a Letter of Credit may mature after the Letter of Credit Maturity Date provided Borrower Cash Collateralizes such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such timein accordance with Section 2.3.11. No Each Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given subject to the additional terms and conditions of Issuing Bank that issued such Standby Lender’s standard agreement for a Letter of Credit and related documents, if any, required by Issuing Lender in connection with the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, to the extent that the terms of each Standby Letter such documents are inconsistent with the terms of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance terms of Letters of Credit this Agreement shall control. An Issuing Lender shall not be under this Section 2.01(b), repay any obligation to issue any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).if:
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Letters of Credit. Each Issuing Bank severallyIf the Administrator determines on any Distribution Date during the Series 2002-1 Rapid Amortization Period that there exists a Series 2002-1 Lease Principal Payment Deficit, but not jointly, agrees, the Administrator shall instruct the Trustee in writing to draw on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Series 2002-1 Letters of Credit”), for if any, as provided below; PROVIDED, HOWEVER, that the account of Administrator shall not instruct the Borrower from time Trustee to time draw on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Series 2002-1 Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case respect of a Standby Letter of Credit one year Series 2002-1 Lease Principal Payment Deficit on or after the date of issuance thereof, but may the filing by its terms any of the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code unless and until the date on which each of the Lessees shall have resumed making all payments of the portion of Monthly Base Rent relating to Loan Interest required to be renewable annually upon made under the AESOP I Operating Lease. Upon receipt of a notice (by the Trustee from the Administrator in respect of a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent Series 2002-1 Lease Principal Payment Deficit on or prior to any date for notice 11:00 a.m. (New York City time) on a Distribution Date, the Trustee shall, by 12:00 noon (New York City time) on such Distribution Date draw an amount equal to the lesser of renewal set forth in (i) such Series 2002-1 Lease Principal Payment Deficit and (ii) the Series 2002-1 Letter of Credit but in any event at least three Business Days prior Amount on the Series 2002-1 Letters of Credit by presenting to the date of the proposed renewal of such Standby each Series 2002-1 Letter of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and upon fulfillment of shall cause the applicable conditions set forth Lease Deficit Disbursements to be deposited in Article III unless the Series 2002-1 Distribution Account on such Issuing Bank Distribution Date; PROVIDED, HOWEVER, that if the Series 2002-1 Cash Collateral Account has notified been established and funded, the Borrower (with a copy Trustee shall withdraw from the Series 2002-1 Cash Collateral Account and deposit in the Series 2002-1 Distribution Account an amount equal to the Administrative Agent) on or prior to the date for notice lesser of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued Series 2002-1 Cash Collateral Percentage on such Standby Letter Distribution Date of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, Series 2002-1 Lease Principal Payment Deficit and (y) permit the Series 2002-1 Available Cash Collateral Account Amount on such beneficiary, upon receipt Distribution Date and draw an amount equal to the remainder of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire amount on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Series 2002-1 Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Credit.
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Samples: Avis Group Holdings Inc
Letters of Credit. Each Issuing Bank severallyThe Lender will, but not jointly, agrees, on subject to the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time this Agreement and the Letter of Credit Facility Agreement as hereafter defined, and upon Borrower's request from time to time, cause merchandise letters of credit (the "Merchandise L/C's") or standby letters of credit (the "Standby L/C's") to be issued for the Borrower's account (the Merchandise L/C's and the Standby L/C's being referred to collectively as the "Letters of Credit"). The Lender will not cause to be opened any Letter of Credit if: (a) the maximum face amount of the requested Letter of Credit, plus the aggregate undrawn face amount of all outstanding Letters of Credit under this Agreement would exceed Three Hundred Thousand and No/100 Dollars ($300,000); or (b) the maximum face amount of the requested Letter of Credit, and all commissions, fees, and charges due from Borrower to Lender in connection with the opening thereof, would cause the Availability to be exceeded at such time. In addition, (ii) for all Letters with respect to any Merchandise L/C, the requested term of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit may not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date 180 days, and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but no Merchandise L/C may by its terms be renewable annually scheduled to be outstanding on the Termination Date. Standby L/C's may have terms that extend beyond the Termination Date but upon notice termination of this Agreement, all Letters of Credit must be either terminated with the consent of the beneficiary thereof, replaced with a letter of credit provided by a financial institution acceptable to Lender, collateralized by cash or cash equivalent, or otherwise satisfied in a manner acceptable to Lender. The Letters of Credit shall be governed by a Letter of Credit Financing Agreement - Supplement to Third Amended and Restated Loan and Security Agreement between the Lender and the Borrower ("Letter of Credit Agreement"), in the form attached hereto as Exhibit "O" and made a “Notice of Renewal”) given part hereof, in addition to the Issuing Bank that issued such Standby Letter terms and conditions hereof. All payments made and expenses incurred by the Lender pursuant to or in connection with the Letters of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior Agreement will be charged to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)'s loan account as Revolving Loans.
Appears in 1 contract
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on 2.3.1 As a sublimit under the Revolving Commitment and subject to the terms and conditions hereinafter set forthhereof, at any time and from time to time from the Closing Date through the Letter of Credit Maturity Date, Issuing Lender agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters Letters of credit Credit denominated in Dollars (for the “Letters account of Credit”)Borrower, and as applicable, at the discretion of Issuing Lender, for the account of any Subsidiary, as Borrower may request by a Request for Letter of Credit; provided, however, that the Borrower from time form and substance of each Letter of Credit shall be subject to time on any Business Day during the period from the date hereof until 60 days before the Termination Date approval by Issuing Lender, in an aggregate Available Amount its sole discretion; and, provided further, that after giving effect to all such Letters of Credit, (i) for all Letters of Credit the Revolving Facility Usage does not to exceed at any time the Borrowing Availability, (ii) the Letter of Credit Facility at such time, (ii) for Usage under all outstanding Letters of Credit issued by such Issuing Bank does not to exceed such Issuing Bank’s the Letter of Credit Commitment at such timeSublimit, and (iii) for as to each Lender, such Lender's Pro Rata Share of the Revolving Facility Usage does not exceed such Xxxxxx's Pro Rata Share of the Revolving Commitment. Each Letter of Credit shall mature on or before the Letter of Credit Maturity Date and, unless the Issuing Lender and Requisite Lenders otherwise consent in a writing delivered to Administrative Agent, the term of any Letter of Credit shall not exceed one (1) year or extend beyond the Letter of Credit Maturity Date, provided that in the Issuing Lender’s and Requisite Lenders’ discretion, a Letter of Credit may mature after the Letter of Credit Maturity Date provided Borrower Cash Collateralizes such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such timein accordance with Section 2.3.11. No Each Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given subject to the additional terms and conditions of Issuing Bank that issued such Standby Lender’s standard agreement for a Letter of Credit and related documents, if any, required by Issuing Lender in connection with the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, to the extent that the terms of each Standby such documents are inconsistent with the terms of this Agreement, the terms of this Agreement shall control. An Issuing Lender shall not be under any obligation to issue any Letter of Credit if: (a) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender shall prohibit, or request that is automatically renewable annually shall (x) require such Issuing Lender refrain from, the Issuing Bank that issued issuance of letters of credit generally or such Standby Letter of Credit in particular or shall impose upon such Issuing Lender with respect to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Terminationrestriction, reserve or capital requirement (yfor which such Issuing Lender is not otherwise compensated hereunder) permit not in effect on the Closing Date, or shall impose upon such beneficiaryIssuing Lender any unreimbursed loss, upon receipt cost or expense that was not applicable on the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it; (b) the issuance of such notice, to draw under such Standby Letter of Credit prior would violate one or more policies of such Issuing Lender applicable to letters of credit generally; or (c) any Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including the date delivery of Cash Collateral, satisfactory to such Standby Letter of Credit otherwise would have been automatically renewed and Issuing Lender (zin its sole discretion) not permit with the expiration date Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 11.5) with respect to the Defaulting Lender arising from either such Letter of Credit then proposed to be issued or such Letter of Credit and all other Letter of Credit Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. SMRH:4838-5569-6023.10 -61- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement An Issuing Lender shall be under no obligation to amend any renewalLetter of Credit if (A) of such Standby Issuing Lender would have no obligation at such time to issue the Letter of Credit in any event to be extended to a date later than 60 days before its amended form under the Termination Date. If either a Notice terms hereof, or (B) the beneficiary of Renewal is the Letter of Credit does not given by accept the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant proposed amendment to the immediately preceding sentence, such Standby Letter of Credit. 2.3.2 Each Request for Letter of Credit shall expire on be submitted to Issuing Lender, with a copy to Administrative Agent, at least two (2) Business Days prior to the date on upon which it otherwise would have been automatically renewed; providedthe related Letter of Credit is proposed to be issued. Administrative Agent shall promptly notify Issuing Lender whether such Request for Letter of Credit, however, that even in and the absence of receipt issuance of a Notice Letter of Renewal the applicable Issuing Bank may in its discretionCredit pursuant thereto, unless instructed conforms to the contrary by the requirements of this Agreement. Upon issuance of a Letter of Credit, Issuing Lender shall promptly notify Administrative Agent, and Administrative Agent or shall promptly notify the BorrowerLenders, deem that of the amount and terms thereof. 2.3.3 Upon the issuance of a Notice Letter of Renewal had been timely delivered and in such caseCredit, a Notice of Renewal each Lender shall be deemed to have purchased a pro rata participation in such Letter of Credit from Issuing Lender in an amount equal to that Xxxxxx’s Pro Rata Share. Without limiting the scope and nature of each Lender’s participation in any Letter of Credit, to the extent that Xxxxxxx Xxxxxx has not been reimbursed by Borrower for any payment required to be made by Issuing Lender under any Letter of Credit, each Lender shall, pro rata according to its Pro Rata Share, reimburse Issuing Lender through Administrative Agent promptly upon demand for the amount of such payment. The obligation of each Lender to so delivered reimburse Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of Borrower to reimburse Issuing Lender for all purposes the amount of any payment made by Issuing Lender under this Agreementany Letter of Credit together with interest as hereinafter provided. Within 2.3.4 Subject to Xxxxxxxx’s right to finance such payment through a Revolving Loan pursuant to Section 2.3.5, Xxxxxxxx agrees to pay to Issuing Lender through Administrative Agent an amount equal to any payment made by Issuing Lender with respect to each Letter of Credit within one (1) Business Day after demand made by Issuing Lender therefor, together with interest on such amount from the limits date of any payment made by Issuing Lender at the rate equal to the then Applicable Base Rate for two (2) Business Days and thereafter, at the Default Rate. The principal amount of any such payment shall be used to reimburse Issuing Lender for the payment made by it under the Letter of Credit Facilityand, and subject to the limits referred extent that the Lenders have not reimbursed Issuing Lender pursuant to aboveSection 2.3.3, the interest amount of any such payment shall be for the account of Issuing Lender. Each Lender that has reimbursed Issuing Lender pursuant to Section 2.3.3 for its Pro Rata Share of any payment made by Xxxxxxx Xxxxxx under a Letter of Credit shall thereupon acquire a pro rata participation, to the extent of such reimbursement, in the claim of Xxxxxxx Xxxxxx against Xxxxxxxx for reimbursement of principal and interest under this Section 2.3.4 and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower with respect to such claim and in any interest payment made by Xxxxxxxx (but only with respect to periods subsequent to the date such Lender reimbursed Xxxxxxx Xxxxxx) with respect to such claim. Upon receipt of any such reimbursement from Xxxxxxxx, Issuing Lender shall pay to Administrative Agent, for the ratable benefit of those Lenders that had reimbursed such Issuing Lender pursuant to Section 2.3.3 for their respective Pro Rata Shares of any payment made by such Issuing Lender under a Letter of Credit to which such reimbursement applies, the amount of such reimbursement. SMRH:4838-5569-6023.10 -62- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement 2.3.5 Borrower may request that a Revolving Loan be made in accordance with Section 2.1 to provide funds for the payment required by Section 2.3.4; provided that, after giving effect to any such Loan, the Revolving Facility Usage does not exceed the Borrowing Availability at such time. The proceeds of such Revolving Loan shall be paid directly to Issuing Lender to reimburse it for the payment made by it under the Letter of Credit. 2.3.6 If Borrower fails to make the payment required by Section 2.3.4 within the time period therein set forth, in lieu of the reimbursement to Issuing Lender under Section 2.3.3, Issuing Lender may (but is not required to), without notice to or the consent of Borrower, instruct Administrative Agent to cause Revolving Loans to be made by the Lenders under the Revolving Commitment in an aggregate amount equal to the amount paid by Issuing Lender with respect to that Letter of Credit, provided that such Revolving Loans shall automatically be made as Base Rate Loans. The proceeds of such Loans shall be paid directly to Issuing Lender to reimburse it for the payment made by it under the Letter of Credit. 2.3.7 The issuance of Letters any supplement, modification, amendment, renewal, or extension to or of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request shall be treated in all respects the same as the issuance of additional Letters a new Letter of Credit. 2.3.8 Xxxxxxxx’s obligation to reimburse Letter of Credit Obligations as provided in Section 2.3.4 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of this Section 2.01(bAgreement or any Letter of Credit, or any term or provision herein or therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement in such draft or other document being untrue or inaccurate in any respect, (iii) payment by the respective Issuing Lender under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, Borrower’s obligations hereunder. No Indemnified Person shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the respective Issuing Lender or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence)., or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the respective Issuing Lender; provided that the foregoing shall not be construed to excuse an Issuing Lender from liability to Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Borrower to the extent permitted by Applicable Law) suffered by Borrower that are caused by such Xxxxxxx Xxxxxx’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an
Appears in 1 contract
Letters of Credit. Each Letters of credit under the Revolving Facility will be issued by the Agent and, if included as an additional Issuing Bank severallyBank, but not jointly, agrees, on one or more Lenders acceptable to the terms Borrower and conditions hereinafter set forth, the Agent that agree to issue letters of credit (or cause its Affiliate that is a commercial bank that has each, an Investment Grade Rating equal to or better than such “Issuing Bank’s Investment Grade Rating ”); provided, that Jefferies shall not be required to issue) issue trade or commercial letters of credit or letters of credit denominated in Dollars (currencies other than United States dollars and Credit Suisse shall only be required to issue standby letters of credit; provided, further, that each Initial Lender that holds commitments under the “Letters of Credit”), for the account Revolving Facility as of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Closing Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights a letter of credit commitment that is proportionate with its commitment under the Borrower or the beneficiary to require renewal) Revolving Facility and shall issue letters of credit pro rata based on such letter of credit commitment. Each letter of credit shall expire not later than the earlier of 60 days before the Termination Date and (Aa) in the case of a Standby Letter of Credit one year 12 months after the its date of issuance thereof, but (or such longer period as may be agreed by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the relevant Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days Borrower) and (b) the fifth business day prior to the date final maturity of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofRevolving Facility; provided, however, that any letter of credit may provide for renewal thereof for additional periods of up to 12 months (which in no event shall extend beyond the date referred to in clause (b) above, except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Bank). Existing letters of credit may be rolled over or back-stopped under the Revolving Facility on the Closing Date. Letters of credit shall be issued in United States dollars or other currencies to be agreed. Drawings under any letter of credit shall be reimbursed by the Borrower on terms of each Standby Letter of Credit consistent with the Documentation Precedent. To the extent that is automatically renewable annually shall (x) require the Borrower does not reimburse the Issuing Bank that issued on such Standby Letter of Credit time frame, the Lenders under the Revolving Facility shall be irrevocably obligated to give reimburse the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter pro rata based upon their respective Revolving Facility commitments. The issuance of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence all letters of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal credit shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred customary procedures of the relevant Issuing Bank. The definitive documentation for the Facilities will include customary provisions consistent with the Documentation Precedent to above, protect the Borrower may request Issuing Bank in the issuance of Letters of Credit event any Lender under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant the Revolving Facility is a “Defaulting Lender” (to Section 2.04(c) and request be defined in a manner consistent with the issuance of additional Letters of Credit under this Section 2.01(bDocumentation Precedent).
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Samples: Additional Initial Lender Agreement (Aspen Merger Sub, Inc.)
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to the terms and conditions hereinafter set forthhereof, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower at any time and from time to time on any Business Day during the period from the date hereof until 60 days before Closing Date through the Termination Date in an aggregate Available Amount day prior to the Maturity Date, the Issuing Bank shall issue such Letters of Credit under the Commitment as Borrower may request by a Request for Letter of Credit; provided that giving effect to all such Letters of Credit, (i) for the Outstanding Obligations shall not exceed the Commitment, and (ii) the Aggregate Effective Amount under all outstanding Letters of Credit shall not exceed $100,000,000. Each Letter of Credit shall be in a form reasonably acceptable to the Issuing Bank. Unless all the Banks otherwise consent in a writing delivered to the Administrative Agent, the terms of each Letter of Credit shall not (x) exceed one (1) year, (y) extend beyond the Maturity Date or (z) extend past the Reduction Date if, giving effect thereto, the aggregate principal amount of the outstanding Eurodollar Loans having Eurodollar Periods ending after the Reduction Date plus the aggregate principal amount of the outstanding Competitive Advances having maturities after the Reduction Date, plus the Aggregate Effective Amount of all Letters of Credit not to exceed at any time expiring after the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to Reduction Date would exceed the Unused Revolving Credit Commitments of Commitment (as reduced on the Lenders at such timeReduction Date). No (b) Each Request for Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given submitted to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (Bank, with a copy to the Administrative Agent, at least five (5) on or Banking Days prior to the date upon which the related Letter of Credit is proposed to be issued. The Administrative Agent shall promptly notify the Issuing Bank whether such Request for notice Letter of termination set forth Credit, and the issuance of a Letter of Credit pursuant thereto, conforms to the requirements of this Agreement. Upon issuance of a Letter of Credit, the Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify the Banks, of the amount and terms thereof. (c) Upon the issuance of a Letter of Credit, each Bank shall be deemed to have purchased a pro rata participation in such Letter of Credit but from the Issuing Bank in an amount equal to that Bank's Pro Rata Share. Without limiting the scope and nature of each Bank's participation in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days to the extent that the Issuing Bank has not been reimbursed by Borrower for any payment required to be made by the Issuing Bank under any Letter of Credit, each Bank shall, pro rata according to its Pro Rata Share, reimburse the Issuing Bank promptly upon demand for the amount of such payment. The obligation of each Bank to so reimburse the Issuing Bank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of Borrower to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Letter of Credit together with interest as hereinafter provided. (d) Borrower agrees to pay to the Issuing Bank an amount equal to any payment made by the Issuing Bank with respect to each Letter of Credit within one (1) Banking Day after demand made by the Issuing Bank therefor (which demand the Issuing Bank shall make promptly and in any event shall make upon the request of the Requisite Banks), together with interest on such amount from the date of issuance thereof; provided, however, that any payment made by the terms Issuing Bank at the rate applicable to Alternate Base Rate Loans for three Banking Days and thereafter at the Default Rate. The principal amount of each Standby any such payment shall be used to reimburse the Issuing Bank for the payment made by it under the Letter of Credit and, to the extent that is automatically renewable annually shall (x) require the Banks have not reimbursed the Issuing Bank pursuant to Section 2.4(c), the interest amount of any such payment shall be for the account of the Issuing Bank. Each Bank that issued such Standby has reimbursed the Issuing Bank pursuant to Section 2.4(c) for its Pro Rata Share of any payment made by the Issuing Bank under a Letter of Credit shall thereupon acquire a pro rata participation, to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt extent of such noticereimbursement, in the claim of the Issuing Bank against Borrower for reimbursement of principal and interest under this Section 2.4(d) and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower with respect to draw under such Standby Letter of Credit prior claim and in any interest payment made by Borrower (but only with respect to periods subsequent to the date such Standby Bank reimbursed the Issuing Bank) with respect to such claim. The Issuing Bank shall promptly make available to the Administrative Agent, which will thereupon remit to the appropriate Banks, in immediately available funds, any amounts due to the Banks under this Section. (e) Borrower may, pursuant to a Request for Loan, request that Advances be made pursuant to Section 2.1(a) to provide funds for the payment required by Section 2.4(d) and, for this purpose, the conditions precedent set forth in Article 8 shall not apply. The proceeds of such Advances shall be paid directly to the Issuing Bank to reimburse it for the payment made by it under the Letter of Credit. (f) If Borrower fails to make the payment required by Section 2.4(d) within the time period therein set forth, in lieu of the reimbursement to the Issuing Bank under Section 2.4(c) the Issuing Bank may (but is not required to), without notice to or the consent of Borrower, cause Advances to be made by the Banks under the Commitment in an aggregate amount equal to the amount paid by the Issuing Bank with respect to that Letter of Credit otherwise would have been automatically renewed and (z) and, for this purpose, the conditions precedent set forth in Article 8 shall not permit the expiration date (after giving effect to any renewal) apply. The proceeds of such Standby Advances shall be paid directly to the Issuing Bank to reimburse it for the payment made by it under the Letter of Credit in Credit. (g) The issuance of any event supplement, modification, amendment, renewal, or extension to be extended to a date later than 60 days before the Termination Date. If either a Notice or of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby any Letter of Credit shall expire on be treated in all respects the date on which it otherwise would have been automatically renewed; provided, however, that even in same as the absence of receipt issuance of a Notice new Letter of Renewal Credit. (h) The obligation of Borrower to pay to the applicable Issuing Bank may in its discretion, unless instructed to the contrary amount of any payment made by the Administrative Agent or the Borrower, deem that a Notice Issuing Bank under any Letter of Renewal had been timely delivered and in such case, a Notice of Renewal Credit shall be deemed to have been so delivered for all purposes under absolute, unconditional, and irrevocable. Without limiting the foregoing, Borrower's obligations shall not be affected by any of the following circumstances: (i) any lack of validity or enforceability of the Letter of Credit, this Agreement. Within , or any other agreement or instrument relating thereto; (ii) any amendment or waiver of or any consent to departure from the limits Letter of Credit, this Agreement, or any other agreement or instrument relating thereto; (iii) the existence of any claim, setoff, defense, or other rights which Borrower may have at any time against the Issuing Bank or any other Creditor, any beneficiary of the Letter of Credit Facility(or any persons or entities for whom any such beneficiary may be acting) or any other Person, and subject to whether in connection with the limits referred to aboveLetter of Credit, this Agreement, or any other agreement or instrument relating thereto, or any unrelated transactions; (iv) any demand, statement, or any other document presented under the Borrower may request the issuance of Letters Letter of Credit proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (v) payment by the Issuing Bank under this Section 2.01(b)the Letter of Credit against presentation of a draft or any accompanying document which does not strictly comply with the terms of the Letter of Credit; (vi) the existence, repay character, quality, quantity, condition, packing, value or delivery of any Property purported to be represented by documents presented in connection with any Letter of Credit Advances resulting or any difference between any such Property and the character, quality, quantity, condition, or value of such Property as described in such documents; (vii) the time, place, manner, order or con- tents of shipments or deliveries of Property as described in documents presented in connection with any Letter of Credit or the existence, nature and extent of any insurance relative thereto; (viii) the solvency or financial responsibility of any party issuing any documents in connection with a Letter of Credit; (ix) any failure or delay in notice of shipments or arrival of any Property; (x) any error in the transmission of any message relating to a Letter of Credit not caused by the Issuing Bank, or any delay or interruption in any such message; (xi) any error, neglect or default of any correspondent of the Issuing Bank in connection with a Letter of Credit; (xii) any consequence arising from drawings thereunder acts of God, war, insurrection, civil unrest, disturbances, labor disputes, emergency conditions or other causes beyond the control of the Issuing Bank; (xiii) so long as the Issuing Bank in good faith determines that the contract or document appears to comply with the terms of the Letter of Credit (and no payment is made by the Issuing Bank after the expiration date of the Letter of Credit or in amounts greater than the amount thereof), the form, accuracy, genuineness or legal effect of any contract or document referred to in any document submitted to the Issuing Bank in connection with a Letter of Credit; (xiv) so long as the Issuing Bank in good faith determines that the contract or document appears to comply with the terms of the Letter of Credit, the form, accuracy, genuineness or legal effect of any contract or document referred to in any document submitted to the Issuing Bank in connection with a Letter of Credit; and (xv) where the Issuing Bank has acted in good faith and observed general banking usage, any other circumstances whatsoever. (i) The Issuing Bank shall be entitled to the pro- tection accorded to the Administrative Agent pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).10.6, mutatis mutandis. 2.5
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Letters of Credit. Each (a) The Letter of Credit Facility. Pursuant to the Existing Credit Agreement, BNP has issued Letters of Credit in connection with transactions in the ordinary course of the business of the Borrowers (such Letters of Credit as are outstanding on the Fourth Restatement Date under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrowers. Effective as of the Fourth Restatement Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each "Lender" under the Existing Credit Agreement will be deemed to have sold and transferred an undivided interest and participation in respect of the Existing Letters of Credit and each Lender will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such Existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Standby Letters of Credit”), Credit and Trade Letters of Credit for the account of the Borrower Borrowers from time to time on any Business Day during the period from the date hereof Fourth Restatement Date until 60 31 days before the Termination Date in an amount equal to the lesser of (i) an aggregate Available Amount (i) for all Letters of Credit (together with the Existing Letters of Credit, the "Letters of Credit") then outstanding not to exceed at any time the amount set forth opposite the Issuing Bank's name on Schedule I under the caption "Letter of Credit Facility at Commitment" (such timeamount being the Issuing Bank's "Letter of Credit Commitment"), (ii) for provided that the aggregate Available Amount of all Letters of Credit issued by such Issuing Bank not to outstanding shall in no event exceed such Issuing Bank’s the lesser of $20,000,000 and the amount of the Revolving Credit Facility (the amount of the Letter of Credit Commitment at such timeof the Issuing Bank, as so limited, being the "Letter of Credit Facility") and (iiiii) an Available Amount for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at on such timeBusiness Day. Each Lender's Revolving Credit Commitment shall be deemed utilized by an amount equal to such Lender's Pro Rata Share of the Available Amount of each Letter of Credit then outstanding. No Letter of Credit shall have an expiration date (including all rights of the Borrower Borrowers or the beneficiary to require renewal) later than the earlier of 60 30 days before the Termination Date and (A) and, in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice with the consent of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit Bank, and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 120 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, Facility and subject to the limits referred to above, the Borrower Borrowers may request the issuance of Letters of Credit under this Section 2.01(b2.13(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.13(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.13(a).
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Letters of Credit. Each Issuing Bank severallyExcept as provided in Section 21,5, but not jointlyduring the entire Term of this Lease, agreesLessee shall have obtained, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) have been obtained, letters of credit denominated from a financial institution satisfactory to Lessor naming Lessor as beneficiary to secure Lessee's obligations hereunder and Lessee's or an Affiliate of Lessee's obligations under any other lease between Lessor or any Affiliate of Lessor and Lessee or any Affiliate of Lessee, at the times, in Dollars (the “Letters of Credit”), amounts and for the account purposes set forth below. The initial letters of credit shall be for a term beginning on the Commencement Date and expiring on February 8, 1992 and irrevocable during that period. Subsequent letters of credit shall be for a term of one year and irrevocable during that period. Each letter of credit shall provide that it will be honored upon a signed statement by Lessor that Lessor is entitled to draw upon the letters of credit under this Lease, and shall require no signature or statement from any party other than Lessor. No notice to Lessee shall be required to enable Lessor to draw upon the letter of credit. Each letter of credit shall also provide that following the honor of any drafts in an amount less than the aggregate amount of the Borrower from time letter of credit, the financial institution shall return the original letter of credit to time on any Business Day during Lessor and Lessor's rights as to the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments remaining amount of the Lenders at such timeletter of credit will not be extinguished. No Letter If the financial institution from which Lessee has obtained a letter of Credit credit shall have admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy or a petition to take advantage of any insolvency act, make an expiration date (including all rights assignment for the benefit of its creditors consent to the appointment of a receiver of itself or of the Borrower whole or any substantial part of its property, or file a petition or answer seeking reorganization or arrangement under the beneficiary to require renewal) later than Federal bankruptcy laws or any other applicable law or statute of the earlier United States of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance America or any state thereof, but may by its terms be renewable annually upon notice then Lessee shall obtain a replacement letter of credit within thirty (a “Notice of Renewal”30) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal days of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy act from another financial institution satisfactory to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).Lessor,
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Letters of Credit. Each Issuing Bank severally2.3.1 At the request of Borrower, but not jointlyLender may issue, agreesor cause to be issued, on from time to time before the date which is 30 days prior to the Termination Date standby letters of credit, or participation agreements confirming payment to issuers (reasonably acceptable to Lender) of standby letters of credit, in each case for the account of Borrower or any Subsidiary and containing terms and conditions hereinafter set forth, which are consistent with this Agreement and reasonably satisfactory to issue Lender (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than each such Issuing Bank’s Investment Grade Rating to issue) letters standby letter of credit denominated in Dollars (the and participation agreement, a “Letters Letter of Credit”). With respect to the outstanding face amount drawn on each such Letter of Credit, Borrower shall pay to Lender a fee equal to the Applicable Margin per annum for LIBOR Rate Revolving Loans, calculated based upon a year of 365 days for actual days outstanding and payable on the account last day of each calendar quarter in arrears. In addition, with respect to each Letter of Credit, the Borrower shall pay to or as directed by Lender such additional customary fees as Borrower and Lender may from time to time on any Business Day during agree. After giving effect to each such issuance, the period from the date hereof until 60 days before the Termination Date in an aggregate Available Stated Amount (i) for of all Letters of Credit shall not to exceed at any time exceed the least of (a) $1,000,000, (b) the Revolving Loan Commitment minus the aggregate amount of all outstanding Revolving Loans and (c) the Borrowing Availability minus the aggregate amount of all outstanding Revolving Loans. Borrower shall give notice to Lender of the proposed issuance of each Letter of Credit Facility on a Business Day which is at least ten (10) Business Days (or such time, (iilesser number of days as Lender shall agree) for all Letters prior to the proposed date of Credit issued issuance of such Letter of Credit. Each such notice shall be accompanied by such Issuing Bank not to exceed such Issuing Bank’s a Letter of Credit Commitment at application in form reasonably acceptable to Lender, duly executed by Borrower, together with such timeother documentation as Lender may request in support thereof, it being understood that each Letter of Credit application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, and (iii) for each the expiration date of such Letter of Credit (which shall not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) be later than the earlier to occur of 60 days before the Termination Date and (Aa) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice thereof and (a “Notice of Renewal”b) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the scheduled Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).
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Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars substantially the form of Exhibit I hereto, or such other form required by the Issuing Banks in their sole discretion (the “Letters of Credit”"LETTERS OF CREDIT"), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).
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Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, any Issuing Bank, in reliance on the agreements of the Lenders set forth in Section 2.03(d), agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters trade and standby Letters of credit Credit denominated in Dollars (the “Letters of Credit”), for the account of any Borrower, or the account of such Borrower from time to time for the benefit of any Restricted Subsidiary, in each case, on any Business Day during the period applicable Availability Period in such form as may be approved from the date hereof until 60 days before the Termination Date in an aggregate Available Amount time to time by such Issuing Bank; provided, that no Issuing Bank shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) for all the LC Exposure with respect to Letters of Credit not would exceed the LC Sublimit, (ii) the Total Revolving Credit Exposure would exceed the Line Cap at such time, or (iii) such Letter of Credit is to exceed at be issued in any time currency other than Dollars. Additionally, no Issuing Bank shall be under any obligation to issue or renew any Letter of Credit if the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not is to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such timebe denominated in a currency other than Dollars. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given Subject to the Issuing Bank that issued such Standby Letter of Credit terms and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to herein, the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(bfor the benefit of any Borrower or applicable Restricted Subsidiary, in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time during the Availability Period (but not later than the date that is three (3) Business Days prior to the Maturity Date, unless Cash Collateralized or backstopped on terms reasonably acceptable to the Issuing Bank and the Administrative Agent)); provided, repay further, that, notwithstanding anything to the contrary herein, no Issuing Bank shall have any obligation to issue any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request if the issuance of additional Letters such Letter of Credit under would violate one or more policies of such Issuing Bank applicable to letters of credit generally. In the event of any inconsistency between the terms and conditions of this Section 2.01(b)Agreement and the terms and conditions of the LC Application or other agreement submitted by the Administrative Borrower to, or entered into by the applicable Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Any purported grant of a security interest in any LC Document shall be null and void.
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Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, (e) The Letters of Credit outstanding on the Restatement Effective Date are listed on Schedule IV hereto. Subject to the terms and conditions hereinafter set forthhereof, each LC Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), Credit from time to time for the account of the Borrower from time (or to time on any Business Day during extend the period from stated maturity thereof or to amend or otherwise modify the date hereof until 60 days before the Termination Date terms thereof), in an aggregate Available Amount (i) stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, up to a maximum aggregate stated amount for all Letters of Credit not to exceed at any one time outstanding equal to the Letter LC Commitment Amount, on not less than two Business Days’ prior notice thereof by delivery of Credit Facility at such time, a Request for Issuance to the Administrative Agent (iiwhich shall promptly distribute copies thereof to the Lenders) for all Letters of Credit issued by such Issuing Bank not to exceed such and the applicable LC Issuing Bank’s Letter . Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of Credit Commitment at such time, and (iii) for each issuance of such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereofeffectiveness of such extension, but may by its terms be renewable annually upon notice (a “Notice of Renewal”amendment or other modification) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any stated expiry date for notice of renewal set forth in such Letter of Credit but in any event at least three thereof (which shall be no later than five Business Days prior to the date then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed renewal stated amount of such Standby Letter of Credit (which shall not be less than $100,000), (iii) the name and address of the beneficiary of such Letter of Credit and (iv) a statement of drawing conditions applicable to such Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth in Article III unless such herein, the applicable LC Issuing Bank has notified the Borrower shall issue (with or extend, amend or otherwise modify) such Letter of Credit and provide notice and a copy thereof to the Administrative Agent) on or prior , which shall promptly furnish copies thereof to the date for notice Lenders. Upon each issuance of termination set forth a Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit but in any event at least 30 days prior equal to such Lender’s Percentage of the date of automatic renewal of its election not aggregate amount available to renew be drawn under such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Each Letter of Credit shall expire on utilize the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence Commitment of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed each Lender by an amount equal to the contrary by the Administrative Agent or the Borrower, deem that a Notice amount of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)participation.
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Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, If the Administrator determines on the terms and conditions hereinafter set forthBusiness Day immediately preceding any Distribution Date during the Series 2015-2 Rapid Amortization Period that on such Distribution Date there will exist a Series 2015-2 Lease Principal Payment Deficit, the Administrator shall instruct the Trustee in writing to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (draw on the “Series 2015-2 Letters of Credit”), for if any, as provided below. Upon receipt of a notice by the account Trustee from the Administrator in respect of a Series 2015-2 Lease Principal Payment Deficit on or prior to 3:00 p.m. (New York City time) on the Borrower from time to time on any Business Day during immediately preceding a Distribution Date, the period from Trustee shall, by 5:00 p.m. (New York City time) on such Business Day draw an amount as set forth in such notice equal to the date hereof until 60 days before the Termination Date in an aggregate Available Amount least of (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such timeSeries 2015-2 Lease Principal Payment Deficit, (ii) the Principal Deficit Amount for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, Distribution Date and (iii) for each such the Series 2015-2 Letter of Credit not Liquidity Amount on the Series 2015-2 Letters of Credit by presenting to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No each Series 2015-2 Letter of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and shall have an expiration date (including all rights of cause the Borrower or the beneficiary Lease Deficit Disbursements to require renewal) later than the earlier of 60 days before the Termination Date and (A) be deposited in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued Series 2015-2 Distribution Account on such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofdate; provided, however, that if the terms Series 2015-2 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2015-2 Cash Collateral Account and deposit in the Series 2015-2 Distribution Account an amount equal to the lesser of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued Series 2015-2 Cash Collateral Percentage for such Standby Letter date of Credit to give the beneficiary named in lesser of the Series 2015-2 Lease Principal Payment Deficit and the Principal Deficit Amount for such Standby Letter of Credit notice of any Notice of Termination, Distribution Date and (y) permit the Series 2015-2 Available Cash Collateral Account Amount on such beneficiary, upon receipt date and draw an amount equal to the remainder of such notice, to draw under such Standby Letter amount on the Series 2015-2 Letters of Credit prior Credit. Notwithstanding any of the preceding to the contrary, during the period after the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to filing by any renewal) of such Standby Letter the Lessees of Credit in any event to be extended to a date later than 60 days before petition for relief under Chapter 11 of the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on Bankruptcy Code until the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits each of the Letter Lessees shall have resumed making all payments of Credit Facility, and subject the portion of Monthly Base Rent relating to Loan Interest required to be made under the limits referred to aboveAESOP I Operating Lease, the Borrower may request Administrator shall only instruct the issuance of Trustee to draw on the Series 2015-2 Letters of Credit under (or withdraw from the Series 2015-2 Cash Collateral Account, if applicable) pursuant to this Section 2.01(b2.5(b), repay any Letter and the Trustee shall only draw (or withdraw), an amount equal to the lesser of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c(i) the amount determined as provided in the preceding sentence and request (ii) the issuance excess, if any, of additional Letters of Credit under this Section 2.01(b)(x) the Series 2015-2 Liquidity Amount on such date over (y) the Series 2015-2 Required Liquidity Amount on such date.
Appears in 1 contract
Samples: Avis Budget Group, Inc.
Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forthforth and in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof Closing Date until 60 sixty (60) days before the Revolving Credit Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 (A) sixty (60) days before the Revolving Credit Termination Date and Date, (AB) in the case of a Standby Letter of Credit one year Credit, 365 days after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) thereof and (BC) in the case of a Trade Letter of Credit, 60 180 days after the date of issuance thereof. If the Borrower so requests in any applicable Letter of Credit Application, the Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiration date that is not later than permitted pursuant to the immediately preceding sentence; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually Issuing Bank shall not permit any such extension if (xi) require the Issuing Bank has determined that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Terminationit would not be permitted, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise or would have been automatically renewed and (z) not permit the expiration date (after giving effect no obligation, at such time to any renewal) of issue such Standby Letter of Credit in any event to its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be extended to a date later than 60 days by telephone or in writing) on or before the Termination Date. If either a day that is five Business Days before the Non-Extension Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by Date (A) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the BorrowerBorrower that one or more of the applicable conditions specified in Section 3.2 is not then satisfied, deem that a Notice of Renewal had been timely delivered and in each case directing the Issuing Bank not to permit such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreementextension. Within the limits of the Letter of Credit FacilityCommitment, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.1(d), repay any Letter of Credit Advances resulting from drawings thereunder under Letters of Credit pursuant to Section 2.04(c2.3(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(d).
Appears in 1 contract
Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “"Letters of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 45 days before the Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 45 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (B) in the case of a Trade Letter of Credit, 60 45 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 45 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(d).
Appears in 1 contract
Samples: Credit Agreement (Central Tractor Farm & Country Inc)
Letters of Credit. (a) The Letter of Credit Facility. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “"Letters of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 10 days before the Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s 's Letter of Credit Commitment at (or such time, greater amount as such Issuing Bank shall agree) and (iiiii) in an Available Amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 (A) 10 days before the Termination Date and (AB) in the case of a Standby Letter of Credit (i) one year after the date of issuance thereof, thereof (but such Letter of Credit may by its terms be automatically renewable annually at any time upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”")) and or (Bii) in the case of a Trade Letter of Credit, 60 days more than one year after the date of issuance thereof, provided (x) such Letter of Credit shall effectively provide that the Agent may, upon the written direction of the Required Banks, require, on at least three Business Days' written notice to the relevant Issuing Bank and the beneficiary of such Letter of Credit, that the Available Amount thereof be drawn upon the occurrence and during the continuance of an Event of Default specified in Section 6.01(f) and (y) the Agent shall have been furnished a copy of such Letter of Credit and the addresses of such Issuing Bank and beneficiary at which the foregoing notice may be given; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall may (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, Termination and (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) renewed, provided further that the terms of any such Letter of Credit shall not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before after the Termination Datedate referred to in clause (A) above. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby sentence with respect to a Letter of Credit described in clause (B)(i) above, such Letter of Credit shall provide that it shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).
Appears in 1 contract
Samples: Credit Agreement (Mirant Corp)
Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “"Letters of Credit”), ") for the account of the a Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the lesser of (x) the Letter of Credit Facility at such time and (y) the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the relevant Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be automatically renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the relevant Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”")) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the relevant Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, 26 20 that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the relevant Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(d).
Appears in 1 contract
Samples: Pledge Agreement (Paxar Corp)
Letters of Credit. Each Issuing Bank severally(a) The Borrower may request the issuance of (i) Letters of Credit in dollars, but not jointly, agrees, on in form and substance reasonably acceptable to the terms Administrative Agent and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such the Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower Borrower, at any time and from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility Availability Period; PROVIDED, THAT, any such Letter of Credit shall be issued only if, and each request by the Borrower for the issuance of any Letter of Credit shall be deemed a representation and warranty of the Borrower that, immediately following the issuance of such Letter of Credit, (A) the aggregate Dollar Amount of Letter of Credit Exposure resulting from Letters of Credit (other than ABN AMRO Foreign Currency Letters of Credit) issued by Bank One, N.A. and The Bank of Nova Scotia, does not exceed $25,000,000, and (B) the sum of the Dollar Amount of all aggregate Letter of Credit Exposure, the aggregate Swingline Exposure and the aggregate principal Dollar Amount of outstanding Revolving Loans does not exceed the aggregate amount of the Revolving Credit Commitments at such time, (ii) Other Foreign Currency Letters of Credit, in form and substance reasonably acceptable to the Administrative Agent and Bank One N.A. or The Bank of Nova Scotia, as the case may be, for all the account of the Borrower, at any time and from time to time during the Letter of Credit Availability Period; PROVIDED, THAT, any such Other Foreign Currency Letter of Credit shall be issued only if, and each request by the Borrower for the issuance of any such Other Foreign Currency Letter of Credit shall be deemed a representation and warranty of the Borrower that, immediately following the issuance of such Other Foreign Currency Letter of Credit (A) the aggregate Dollar Amount of aggregate Letter of Credit Exposure resulting from Letters of Credit (other than ABN AMRO Foreign Currency Letters of Credit) issued by such Issuing Bank One, N.A. and The Bank of Nova Scotia does not to exceed such Issuing Bank’s $25,000,000 and (B) the sum of the Dollar Amount of all aggregate Letter of Credit Commitment Exposure, the aggregate Swingline Exposure and the aggregate principal Dollar Amount of outstanding Revolving Loans does not exceed the aggregate amount of the Revolving Credit Commitments at such time, and (iii) ABN AMRO Foreign Currency Letters of Credit, in form and substance reasonably acceptable to the Administrative Agent and the Issuing Bank, for each such the account of the Borrower, at any time and from time to time during the Letter of Credit Availability Period; PROVIDED, THAT, any such ABN AMRO Foreign Currency Letter of Credit shall be issued only if, and each request by the Borrower for the issuance of any such ABN AMRO Foreign Currency Letter of Credit shall be deemed a representation and warranty of the Borrower that, immediately following the issuance of such ABN AMRO Foreign Currency Letter of Credit, (A) the aggregate Dollar Amount of Foreign Currency Letter of Credit Exposure resulting from the ABN AMRO Foreign Currency Letters of Credit does not to exceed $50,000,000 and (B) the sum of the Dollar Amount of all aggregate Letter of Credit Exposure, the aggregate Swingline Exposure and the aggregate principal Dollar Amount of outstanding Revolving Loans does not exceed the Unused aggregate amount of the Revolving Credit Commitments of the Lenders at such time. No For purposes hereof, the "issuance" of a Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).includes the
Appears in 1 contract
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the each, a “Letters Letter of Credit”), ) for the account of the Borrower and its Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank provided that issued such Standby any Letter of Credit and the Administrative Agent on or prior to any date which provides for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal automatic one-year extensions(s) of such Standby Letter of Credit and upon fulfillment of expiration date shall be deemed to comply with the foregoing requirement if the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy unconditional right to the Administrative Agent) on or prior to the date for notice of termination set forth in prevent any such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) extension from taking place and (B) in the case first anniversary of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may from time to time request the issuance Issuance of Letters of Credit under this Section 2.01(b), repay any . Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to Section 2.04(c) and request the issuance terms of additional Letters of Credit under this Section 2.01(b)Agreement.
Appears in 1 contract
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars at the request of any Borrower (such issuance, and any funding of a draw thereunder, are deemed made by the “Letters of Credit”), for Issuing Banks in reliance on the account agreements of the Borrower other Banks pursuant to Section 2.2) from time to time on any Business Day during the period from the Effective Date until the earlier of (A) the date hereof until 60 of termination in whole of the Commitments pursuant to Section 2.4 or 6.1 or (B) the date that is 30 days before prior to the date listed in clause (i) of the definition herein of “Termination Date Date” in an aggregate Available Amount such that, immediately after giving effect to the issuance of each Letter of Credit, the aggregate Letter of Credit Liabilities (i) for in respect of all Letters of Credit issued by the Issuing Banks do not to exceed at the time of any time such issuance the aggregate of all Letter of Credit Facility Commitments at such time, (ii) for in respect of all Letters of Credit issued by such any Issuing Bank do not to exceed at the time of any such Issuing Bank’s issuance the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) for each such Letter in respect of all Letters of Credit outstanding at the time of any such issuance issued at the request of any Borrower do not exceed an amount equal to exceed the Unused Revolving Credit Commitments of the Lenders Banks for such Borrower at such time minus the aggregate amount of all Revolving Credit Advances outstanding to such Borrower at such time; provided that in no event shall the sum of the aggregate amount of all Revolving Credit Advances to all Borrowers owed to any Bank plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit exceed the Revolving Credit Commitment of such Bank for TWC at the time of any such issuance; provided further that no Issuing Bank shall be under any obligation to issue a letter of credit if, in the reasonable opinion of such Issuing Bank, such letter of credit would violate or conflict with any regulatory or legal restriction applicable to such Issuing Bank, or an internal policy, procedure or guideline of such Issuing Bank generally applicable to the issuance of letters of credit. No Letter of Credit shall have an expiration date (including all rights of the a Borrower or the beneficiary to require renewal) renewals, but excluding automatic renewal provisions if the relevant Issuing Bank can, in its discretion, refuse to renew and thereby cause the expiration date to occur no later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three 7 Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified clause (i) of the Borrower (with a copy to the Administrative Agentdefinition herein of Termination Date) on or later than 7 Business Days prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit clause (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewali) of such Standby Letter the definition herein of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the a Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.1(b), repay any Letter of Credit Advances Liability resulting from drawings thereunder pursuant to Section 2.04(c2.2(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(b).
Appears in 1 contract
Letters of Credit. Each Issuing Bank severallyFrom time to time after the Effective Date until 365 days prior to the Revolving Loan Maturity Date, but not jointly, agrees, on the terms and conditions hereinafter set forth, to Administrative Agent may issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date stand-by letters of credit (or renew previously issued Letters of Credit) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit stated amount not to exceed the Unused Revolving Credit Commitments lesser of (a) Two Million Dollars ($2,000,000) or (b) the aggregate unused portion of the Lenders at such timeOriginal Revolving Commitments then outstanding (each individually a "Letter of Credit," and collectively, the "Letters of Credit"). The amount of the Aggregate Original Revolving Loan Commitment, and the respective amounts of the Original Revolving Loan Commitments, shall be reduced on a dollar for dollar basis by the undrawn stated amount of all outstanding Letters of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 (y) thirty (30) days before the Termination Revolving Loan Maturity Date and (Az) in the case of a Standby Letter of Credit one year 365 days after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in . Any such Letter of Credit but in any event at least three Business Days prior will be issued pursuant to a separate letter of credit agreement by and between the date Administrative Agent and the Borrower. The making of the proposed renewal of such Standby a Letter of Credit and upon fulfillment Advance by the Administrative Agent (in such capacity, the "Issuing Lender") shall constitute for all purposes of this Agreement the applicable conditions set forth making of an Original Revolving Loan hereunder. Each Lender with an Original Revolving Loan Commitment hereunder agrees to participate in Article III unless all Letter of Credit Advances as provided herein. The Borrower shall fully reimburse the Issuing Lender in cash or Cash Equivalents on the same Business Day on which such Issuing Bank has notified Letter of Credit Advance is made. To the extent the Borrower (does not so reimburse the Issuing Lender, upon written demand from the Issuing Lender, with a copy to the Administrative Agent) on or prior , each Lender with an Original Revolving Loan Commitment hereunder shall purchase from the Issuing Lender such Lender's Applicable Revolving Loan Percentage with respect to the Original Revolving Loan Facility of such outstanding Letter of Credit Advance as of the date for notice of termination set forth in such purchase, by making available to the Administrative Agent an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly upon receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Lender. The Borrower hereby agrees to each such sale and assignment. Upon each such sale and assignment by the Issuing Lender, the Issuing Lender represents and warrants to such other Lender that the Issuing Lender is the legal and beneficial owner of such interest being assigned by it, free and clear of all liens, but in makes no other representation or warranty and assumes no other responsibility with respect to such Letter of Credit Advance. If and to the extent that a Lender with an Original Revolving Loan Commitment hereunder does not make its portion of such Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount, together with interest thereon, for each day from the date of demand by the Issuing Lender until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for the account of the Issuing Lender. Notwithstanding the provisions of this Section 2.1(c), the Issuing Lender may issue, upon the Borrower's request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (i) the initial expiration date (or any event at least 30 subsequent expiration date) of each such Letter of Credit is not later than thirty (30) days prior to the Revolving Loan Maturity Date, and (ii) renewal of any such Letter of Credit, at the Issuing Lender's discretion, shall be available upon written request from the Borrower to the Issuing Lender at least thirty (30) days (or such other time period as agreed by the Issuing Lender) before the date upon which notice of renewal or non-renewal is otherwise required to be given to the beneficiary of such Letter of Credit. The Borrower shall pay to the Issuing Lender, for the ratable benefit of the Lenders having Original Revolving Loan Commitments hereunder, an issuance fee (each an "LC Fee") for each Letter of Credit for the period commencing on the date of automatic renewal issuance of its election not such Letter of Credit to renew and including the expiration date (or the earlier termination date, if applicable) of such Standby Letter of Credit in an amount equal to the product of (a) the Applicable Margin with respect to Revolving Loans consisting of Eurodollar Advances as in effect on the date of issuance of such Letter of Credit multiplied by (b) the stated amount of such Letter of Credit (computed on the basis of the actual number of days elapsed over a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after 360 day year). Each LC Fee shall be payable on the date of issuance thereof; provided, however, that the terms of each Standby such Letter of Credit that is automatically renewable annually shall (xand upon the date of each extension or renewal of such Letter of Credit) require the Issuing Bank that issued until such Standby Letter of Credit expires or is terminated in accordance with its terms. In addition, the Borrower shall pay to give the beneficiary named in such Standby Issuing Lender, for its own account, with respect to each Letter of Credit notice a fee (each an "LC Upfront Fee") in an amount equal to one quarter of any Notice one percent (0.25%) per annum of Termination, (y) permit such beneficiary, upon receipt the stated amount of such notice, to draw under such Standby Letter of Credit Credit. Each LC Upfront Fee shall be payable immediately prior to the date issuance of such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Credit.
Appears in 1 contract
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, If the Administrator determines on the terms and conditions hereinafter set forthBusiness Day immediately preceding any Distribution Date during the Series 2018-1 Rapid Amortization Period that on such Distribution Date there will exist a Series 2018-1 Lease Principal Payment Deficit, the Administrator shall instruct the Trustee in writing to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (draw on the “Series 2018-1 Letters of Credit”), for if any, as provided below. Upon receipt of a notice by the account Trustee from the Administrator in respect of a Series 2018-1 Lease Principal Payment Deficit on or prior to 3:00 p.m. (New York City time) on the Borrower from time to time on any Business Day during immediately preceding a Distribution Date, the period from Trustee shall, by 5:00 p.m. (New York City time) on such Business Day draw an amount as set forth in such notice equal to the date hereof until 60 days before the Termination Date in an aggregate Available Amount least of (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such timeSeries 2018-1 Lease Principal Payment Deficit, (ii) the Principal Deficit Amount for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, Distribution Date and (iii) for each such the Series 2018-1 Letter of Credit not Liquidity Amount on the Series 2018-1 Letters of Credit by presenting to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No each Series 2018-1 Letter of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and shall have an expiration date (including all rights of cause the Borrower or the beneficiary Lease Deficit Disbursements to require renewal) later than the earlier of 60 days before the Termination Date and (A) be deposited in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued Series 2018-1 Distribution Account on such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofdate; provided, however, that if the terms Series 2018-1 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2018-1 Cash Collateral Account and deposit in the Series 2018-1 Distribution Account an amount equal to the lesser of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued Series 2018-1 Cash Collateral Percentage for such Standby Letter date of Credit to give the beneficiary named in lesser of the Series 2018-1 Lease Principal Payment Deficit and the Principal Deficit Amount for such Standby Letter of Credit notice of any Notice of Termination, Distribution Date and (y) permit the Series 2018-1 Available Cash Collateral Account Amount on such beneficiary, upon receipt date and draw an amount equal to the remainder of such notice, to draw under such Standby Letter amount on the Series 2018-1 Letters of Credit prior Credit. Notwithstanding any of the preceding to the contrary, during the period after the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to filing by any renewal) of such Standby Letter the Lessees of Credit in any event to be extended to a date later than 60 days before petition for relief under Chapter 11 of the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on Bankruptcy Code until the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits each of the Letter Lessees shall have resumed making all payments of Credit Facility, and subject the portion of Monthly Base Rent relating to Loan Interest required to be made under the limits referred to aboveAESOP I Operating Lease, the Borrower may request Administrator shall only instruct the issuance of Trustee to draw on the Series 2018-1 Letters of Credit under (or withdraw from the Series 2018-1 Cash Collateral Account, if applicable) pursuant to this Section 2.01(b2.5(b), repay any Letter and the Trustee shall only draw (or withdraw), an amount equal to the lesser of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c(i) the amount determined as provided in the preceding sentence and request (ii) the issuance excess, if any, of additional Letters of Credit under this Section 2.01(b)(x) the Series 2018-1 Liquidity Amount on such date over (y) the Series 2018-1 Required Liquidity Amount on such date.
Appears in 1 contract
Samples: Avis Budget Group, Inc.
Letters of Credit. Each Issuing FBS Ag Credit further agrees to request ----------------- First Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) irrevocable letters of credit denominated in Dollars (the “Letters of Credit”)collectively "Letters" and individually, a "Letter") on its behalf for the account of Borrower for the benefit of one or more beneficiaries to be named by Borrower from time (the "BENEFICIARY"), whether one or more, in form and substance acceptable to time on the Beneficiary provided that no Letter of Credit will be issued in any Business Day during amount which, after giving effect to such issuance, would cause (a) Total Revolving Outstandings to exceed the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount lesser of (i) for all Letters of Credit not to exceed at any time the Revolving Loan Commitment, or (ii) the then current Borrowing Base, or (b) the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not Usage to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time$500,000. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing If First Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, received documents purporting to draw under such Standby a Letter of Credit prior that First Bank believes conform to the date requirements of the Letter, or if First Bank has decided that it will comply with Borrower's written or oral request of authorization to pay a drawing on any Letter that First Bank does not believe conforms to the requirements of the Letter, First Bank or FBS Ag Credit will notify Borrower of that fact. Borrower shall reimburse First Bank by 9:30 a.m. (Minneapolis time) on the day on which such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit drawing is to be paid in an amount equal to the expiration date (after giving effect to any renewal) amount of such Standby Letter drawing. Any amount by which Borrower has failed to reimburse First Bank for the full amount of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given such drawing by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire 10:00 a.m. on the date on which it otherwise would have been automatically renewed; providedsuch drawing is to be paid ("UNPAID DRAWING"), howevermay be paid by an FBS Ag Credit initiated Line of Credit Advance. The obligation of Borrower to reimburse First Bank for any amount drawn on any Letter, that even in and the absence obligation of receipt Borrower to repay FBS Ag Credit for any Line of a Notice of Renewal the applicable Issuing Bank may in its discretionCredit Advance made to fund such reimbursement, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been absolute, unconditional and irrevocable, shall continue for so delivered for all purposes under long as any Letter is outstanding notwithstanding any termination of this Agreement. Within , and shall be paid strictly in accordance with the limits terms of this Agreement, notwithstanding any of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).following:
Appears in 1 contract
Samples: Loan and Security Agreement (Horizon Organic Holding Corp)
Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and ----------------- conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof Closing Date until 60 sixty (60) days before the Revolving Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than (i) the earlier of 60 sixty (60) days before the Revolving Termination Date Date, and (Aii) in the case of a Standby Letter of Credit one year 365 days after the date of issuance thereof. The foregoing notwithstanding, but may any Letter of Credit may, by its terms terms, be renewable annually upon notice (a “"Notice ------ of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior ---------- to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three five (5) Business Days prior to the date of the proposed renewal of such Standby Letter of Credit Credit) and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has shall have notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 days thirty (30) Business Days prior to the date of automatic renewal renewal) of its election not to notto renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, --------------------- provided that the terms of each Standby Letter of Credit that is automatically renewable -------- annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 sixty (60) days before the Revolving Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of ------- -------- a Notice of Renewal Renewal, the applicable Issuing Bank may may, in its discretion, discretion unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section subsection 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder under Letters of Credit pursuant to Section 2.04(c) 2.03 and request the issuance of additional Letters of Credit under this Section subsection 2.01(b).
Appears in 1 contract
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Upon Borrowers’ application from time to time by use of the Bank’s standard form Letter of Credit Application Agreement and subject to the terms and conditions hereinafter provisions therein and herein set forth, the Bank agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit denominated in Dollars on behalf of Borrowers under the Revolver Commitment, provided that (i) no letters of credit will be issued on behalf of or on the “Letters account of Credit”)Borrowers with an expiry (expiration) date later than the Revolver Final Maturity Date, except only for letters of credit with one year maturities that contain automatic renewal language approved by the Bank, and (ii) no letter of credit will be issued on behalf of or for the account of Borrowers (y) if at the Borrower from time to time on any Business Day during of issuance the period from sum of the date hereof until 60 days before outstanding amount of all Revolver Loans under the Termination Date in an aggregate Available Amount (i) for all Revolver Commitment as evidenced by the Revolver Note plus the unfunded amount of issued but unexpired Letters of Credit not to exceed at any time together with the face amount of the requested Letter of Credit Facility at such time, would exceed the then applicable Revolver Commitment Amount or (iiz) for if the sum of the outstanding amount of all Revolver Loans under the Revolver Commitment plus the unfunded amount of issued but unexpired Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s under the Revolver Commitment together with the face amount of the requested Letter of Credit Commitment would exceed the Collateral Borrowing Base then in effect. If any letter of credit is drawn upon at such any time, and each amount drawn, whether a full or partial draw thereon, shall be reflected by the Bank as an advance on the Revolver Note effective as of the date of the Bank’s honoring the sight draft. If any letter of credit or letters of credit remain outstanding on the Revolver Final Maturity Date, the Bank, at its option, may make a Revolver Loan advance under the Revolver Commitment in an amount equal to the aggregate face amount of such letter(s) of credit to purchase a certificate of deposit to be held by the Bank as additional security for the Indebtedness. In consideration of the Bank’s agreement to issue standby letters of credit hereunder, Borrowers agree to pay to the Bank letter of credit issuance fees equal to the greater of (iiii) for two hundred basis points (2.00%) per annum on the face amount of each letter of credit or (ii) $1,000.00 per each such Letter of Credit not to exceed Credit, together with the Unused Revolving Credit Commitments Bank’s standard letter of credit processing/renewal/amendment fees, which such fee shall be due and payable at the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date time of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter applicable letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Datecredit. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).2.6
Appears in 1 contract
Samples: Loan Agreement
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, (i) the Issuing Lender agrees, in reliance upon the agreements of Lenders set forth in this Section 2.4, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issuex) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof Closing Date until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such timeExpiration Date, to issue Letters of Credit for the account of Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with this Section, and (2) to honor drawings under the Letters of Credit; and (ii) for all the Lenders severally agree to participate in Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter for the account of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date its Subsidiaries and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank any drawings thereunder; provided that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in Extension with respect to any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit (x) the Outstanding Amount of all Letter of Credit Usage and all Loans shall expire on not exceed the date on which it otherwise would have been automatically renewed; providedAggregate Commitments, however(y) the aggregate Outstanding Amount of the Committed Loans of any Lender, that even in plus such Lender’s Pro Rata Share of the absence Outstanding Amount of receipt all Letter of a Notice Credit Usage, plus such Lender’s Pro Rata Share of Renewal the applicable Issuing Bank may in its discretionOutstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, unless instructed to and (z) the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits Outstanding Amount of the Letter of Credit FacilityUsage shall not exceed the Letter of Credit Sublimit. Each Letter of Credit shall be in a form acceptable to the Issuing Lender. The term of a Letter of Credit shall not exceed the Letter of Credit Expiration Date unless (A) the Lenders and the Issuing Lender have approved the expiry date of such Letter of Credit, which expiry date shall be no later than 180 days after the Letter of Credit Expiration Date, and subject (B) the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the limits referred Issuing Lender (in its sole discretion) with Borrower with respect to above, the Borrower may request the issuance of Letters such Letter of Credit under this Section 2.01(b), repay (it being understood that the obligation of a Lender to participate in any Letter of Credit Advances resulting from drawings thereunder pursuant Usage with respect to Section 2.04(c) and request the issuance of additional Letters any Letter of Credit under this Section 2.01(bso issued shall not extend beyond the Letter of Credit Expiration Date absent the express written consent of such Lender to the contrary). Each commercial Letter of Credit will require drafts drawn at sight.
Appears in 1 contract
Letters of Credit. Each Issuing Bank severally(a) Any Sub-Originator may request that the Purchase Price for Receivables sold on a Payment Date be paid by the Buyer procuring the issuance of a Letter of Credit by the LC Bank. Upon the request of a Sub-Originator, but not jointly, agrees, and on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all issuing Letters of Credit not under the Receivables Financing Agreement (including any limitations therein on the amount of any such issuance), the Buyer agrees to exceed at any time obtain from the Letter of Credit Facility at such time, (ii) for all SPV one or more Letters of Credit issued by LC Bank to issue, on the Payment Dates specified by such Issuing Sub-Originator, on behalf of the SPV (and, if applicable, on behalf of, or for the account of, such Sub-Originator or an Affiliate of such Sub-Originator that is acceptable to the LC Bank not to exceed in its sole discretion) in favor of the beneficiaries elected by such Issuing Bank’s Letter Sub-Originator or Affiliate of such Sub-Originator, with the consent of the Buyer. The aggregate stated amount of the Letters of Credit Commitment at being issued on any Payment Date on behalf of such timeSub-Originator or an Affiliate of such Sub-Originator shall constitute a credit against the aggregate Purchase Price otherwise payable by the Buyer to such Sub-Originator on such Payment Date pursuant to Section 3.2. To the extent that the aggregate stated amount of the Letters of Credit being issued on any Payment Date exceeds the aggregate Purchase Price payable by the Buyer to such Sub-Originator on such Payment Date, such excess shall be deemed to be (i) a reduction in the outstanding principal balance of (and, to the extent necessary, the accrued but unpaid interest on) the Intercompany Loan payable to such Sub-Originator, to the extent the outstanding principal balance (and accrued interest) is greater than such excess and/or (iiiii) for each a reduction in the Purchase Price payable on the Payment Dates immediately following the date any such Letter of Credit not to exceed is issued. In the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank event that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in issued pursuant to this Section 3.3 (i) expires or is cancelled or otherwise terminated with all or any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal portion of its election not stated amount undrawn, (ii) has its stated amount decreased (for a reason other than a drawing having been made thereunder) or (iii) the SPV’s Reimbursement Obligation in respect thereof is reduced for any reason other than by virtue of a payment made in respect of a drawing thereunder, then an amount equal to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in undrawn amount or such reduction, as the case of a Trade Letter of Creditmay be, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued either be paid in cash to such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire Sub-Originator on the date on which it otherwise would next Payment Date or, if the Buyer does not then have been automatically renewed; providedcash available therefor, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within be added to the limits outstanding principal balance of the Letter Intercompany Loan payable to such Sub-Originator. Under no circumstances shall such Sub-Originator (or any Affiliate thereof (other than the SPV)) have any reimbursement or recourse obligations in respect of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Credit.
Appears in 1 contract
Samples: Sub Originator Purchase and Sale Agreement (Covia Holdings Corp)
Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars (the “"Letters of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof Effective Date until 60 days before the Revolving Credit Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders Availability at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Revolving Credit Termination Date and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Revolving Credit Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.1(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.3(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(c).
Appears in 1 contract
Letters of Credit. Each Issuing Bank severallyUpon Borrower's request therefor, but not jointlyLender shall, agreesfrom time to time so long as no Event of Default has occurred and is continuing as of such date of request, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issuei) letters of credit denominated in Dollars (the “standby Letters of Credit”), Credit for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount Borrower, and/or (iii) for all commercial Letters of Credit not for the account of Borrower, provided the aggregate amounts available to exceed at any time the Letter be drawn under such standby and commercial Letters of Credit Facility at (or actually drawn but not yet reimbursed by Borrower), together with the sum of all advances on account of the Revolving Credit Loan then outstanding, shall not exceed the sum of $10,000,000.00. Each such time, (ii) for all Letters Letter of Credit issued by such Issuing Bank not Lender for the account of Borrower and unreimbursed drafts drawn thereunder shall reduce the amount available to exceed such Issuing Bank’s Letter Borrower on account of the Revolving Credit Commitment at such time, and (iii) for each Loan in an amount equal to the stated amount of such Letter of Credit not to exceed the Unused Revolving so long as such Letter of Credit Commitments of the Lenders at is outstanding or such timedraw unpaid. No Letter of Credit shall have be issued by Lender for the account of Borrower which has an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and sixty (A60) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the termination date of automatic renewal of its election not to renew such Standby Letter of the Revolving Credit (a “Notice of Termination”Loan described in Paragraph 3B(5) and (B) in the case of a Trade above. Upon payment by Lender under any Letter of Credit, 60 days after any amount so paid shall be immediately due and payable by Borrower and Lender shall have the date of issuance right to effect payment thereof; provided, however, that together with the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice payment of any Notice fees, expenses and charges described below, immediately by a charge to Borrower's operating account maintained with Lender. Unless and until such charge to Borrower's operating account is made by Lender, the unreimbursed amount of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby drawn Letter of Credit shall expire be considered an advance on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits account of the Letter of Revolving Credit Facility, and subject Loan to satisfy Borrower's reimbursement obligation to Lender which shall bear interest at the limits referred to above, the default rate prescribed in Paragraph 3G above until paid in full by Borrower. Lender shall charge Borrower may request its then-prevailing fee for the issuance of such Letters of Credit, based upon the stated amount of each, which fee shall be payable by Borrower to Lender upon the issuance thereof. In the event that Borrower desires either a standby or a commercial Letter of Credit, the documentation thereof shall consist of Lender's standard forms therefor and Borrower specifically acknowledges that (i) the reimbursement obligation of Borrower and any fee on account of such Letters of Credit shall be included in the Obligations; and (ii) the occurrence of an Event of Default hereunder shall constitute a default under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant the documentation relating to Section 2.04(c) and request the issuance of additional such Letters of Credit under this Section 2.01(b)and shall entitle Lender to exercise its rights thereunder with respect to such default.
Appears in 1 contract
Samples: Loan Agreement (Eastern Co)
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, (i) the Issuing Lender agrees, in reliance upon the agreements of Revolving Credit (USD) Lenders set forth in this Section 2.4, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issuex) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof Effective Date until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such timeExpiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with this Section, and (y) to honor drawings under the Letters of Credit; and (ii) for all the Revolving Credit (USD) Lenders severally agree to participate in Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter for the account of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date its Subsidiaries and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank any drawings thereunder; provided that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in Extension with respect to any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit (x) the Total Revolving Credit (USD) Outstandings shall expire on not exceed the date on which it otherwise would have been automatically renewed; providedAggregate Revolving Credit (USD) Commitments, however(y) the Revolving Credit (USD) Exposure of any Revolving Credit (USD) Lender shall not exceed such Lender’s Revolving Credit (USD) Commitment, that even in and (z) the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits Outstanding Amount of the Letter of Credit FacilityUsage shall not exceed the Letter of Credit Sublimit. Each Letter of Credit shall be in a form acceptable to the Issuing Lender. The term of a Letter of Credit shall not exceed the Letter of Credit Expiration Date unless (A) the Revolving Credit (USD) Lenders and the Issuing Lender have approved the expiry date of such Letter of Credit, which expiry date shall be no later than 180 days after the Letter of Credit Expiration Date, and subject (B) the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the limits referred Issuing Lender (in its sole discretion) with Borrower with respect to above, the Borrower may request the issuance of Letters such Letter of Credit under this Section 2.01(b), repay (it being understood that the obligation of a Revolving Credit (USD) Lender to participate in any Letter of Credit Advances resulting from drawings thereunder pursuant Usage with respect to Section 2.04(c) and request the issuance of additional Letters any Letter of Credit under this Section 2.01(bso issued shall not extend beyond the Letter of Credit Expiration Date absent the express written consent of such Lender to the contrary). Each commercial Letter of Credit will require drafts drawn at sight.
Appears in 1 contract
Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “"Letters of Credit”), ") for the account of any Borrower under the Borrower Letter of Credit A Facility, Letter of Credit B-1 Facility or Letter of Credit B-2 Facility, as the case may be, from time to time on any Business Day during the period from the date hereof until 60 30 days before the Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s 's Letter of Credit Commitment at such timetime under the Facility which the applicable Notice of Issuance specifies as the Facility under which such Letter of Credit is to be issued, and (iiiii) in an Available Amount for each such Letter of Credit to be issued under the Letter of Credit A Facility not to exceed the lesser of (x) the Letter of Credit A Facility at such time and (y) the aggregate Unused Revolving Credit Working Capital Commitments of the Working Capital A Lenders under the Working Capital A Facility at such time, (iii) in an Available Amount for each such Letter of Credit to be issued under the Letter of Credit B-1 Facility not to exceed the lesser of (x) the Letter of Credit B-1 Facility at such time and (y) the aggregate Unused Working Capital Commitments of the Working Capital B-1 Lenders under the Working Capital B-1 Facility at such time and (iv) in an Available Amount for each such Letter of Credit to be issued under the Letter of Credit B-2 Facility not to exceed the lesser of (x) the Letter of Credit B-2 Facility at such time and (y) the aggregate Unused Working Capital Commitments of the Working Capital B-2 Lenders under the Working Capital B-2 Facility at such time. Letters of Credit issued under the Letter of Credit A Facility shall be issued for the account of any Crompton A Borrower, Letters of Credit issued under the Letter of Credit B-1 Facility shall be issued for the account of the Uniroyal B-1 Borrower and Letters of Credit issued under the Letter of Credit B-2 Facility shall be issued for the account of any B-2 Borrower. No Letters of Credit shall be issued under the Working Capital B-3 Facility. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 60 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) thereof and (B) in the case of a Trade Letter of Credit, 60 90 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit A Facility, the Letter of Credit B-1 Facility or the Letter of Credit B-2 Facility, as the case may be, and subject to the limits referred to above, any Crompton A Borrower, the Borrower Uniroyal B-1 Borrower, any B-2 Borrower, as the case may be, may request the issuance of Letters of Credit under this Section 2.01(b2.01(h), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(h).
Appears in 1 contract
Letters of Credit. The Issuing Banks, the Banks and the Borrower agree that effective as of the Effective Date, the Existing Letters of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions of, this Agreement. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (collectively, the “"Letters of Credit”)", and each a "Letter of Credit") for the account of the Borrower (such issuance, and any funding of a draw thereunder, to be made by the Issuing Banks in reliance on the agreements of the other Banks pursuant to Section 2.03) from time to time on any Business Day during the period from the date hereof Effective Date until 60 days before the earlier of (y) the Termination Date and (z) 10 Business Days prior to the latest Stated Termination Date for any Bank in an aggregate Available Amount (i) for all Letters of Credit issued by the Issuing Banks not to exceed at any time the aggregate Letter of Credit Facility Commitments at such time minus all Letter of Credit Advances outstanding at such time, (ii) for all Letters of Credit issued by such any Issuing Bank Bank, not to exceed such Issuing Bank’s at any time the Letter of Credit Commitment of such Issuing Bank at such timetime minus all Letter of Credit Advances owed to such Issuing Bank outstanding at such time (or such greater amount as such Issuing Bank shall approve), and (iii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders Banks at such time. No ; provided, however that no Issuing Bank shall be required to issue a Letter of Credit shall if any Bank is a Defaulting Bank or Potential Defaulting Bank unless the Borrower has deposited cash collateral in accordance with Section 2.06(c)(ii). If the Stated Termination Date for all Banks is not the same and the aggregate Available Amount of the Letters of Credit that have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Stated Termination Date for any non-Extending Bank will exceed the Unused Revolving Credit Commitments as of such Stated Termination Date, then the Borrower shall grant a first priority perfected security interest in, and deliver to (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the each Issuing Bank that issued is an Extending Bank, for such Standby Letter Issuing Bank's sole benefit of, an amount in Dollars and in same day funds equal to each applicable Non-Extending Bank's Pro Rata Share of all outstanding Letters of Credit and the Administrative Agent on or prior issued by such Issuing Bank, to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless be held as cash collateral by such Issuing Bank has notified under the Borrower (with a copy sole control and dominion of such Issuing Bank and subject to the Administrative Agent) on or prior to the date for notice terms of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) this Agreement and (B) any Issuing Bank that is a Non-Extending Bank, for such Issuing Bank's sole benefit, an amount in Dollars and in same days funds equal to the case Available Amount of a Trade Letter all outstanding Letters of CreditCredit issued by such Issuing Bank (but without duplication of amounts, 60 days after if any, delivered in respect of such Letters of Credit pursuant to Section 2.01(b)(iii)(A)), to be held as cash collateral by such Issuing Bank under the date sole control and dominion of issuance thereof; provided, however, that such Issuing Bank and subject to the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).
Appears in 1 contract
Samples: Credit Agreement (Halliburton Co)
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility delivered hereunder shall be additional security for the payment of the Debt. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right, at such timeits option, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s draw on any Letter of Credit Commitment at and to apply all or any part thereof to the payment of the items for which such time, and (iii) for Letter of Credit was established or to apply each such Letter of Credit not to exceed the Unused Revolving Credit Commitments payment of the Lenders at Debt in such timeorder, proportion or priority as Lender may determine, subject to the terms and conditions hereof relating to application of sums to the Debt. No Lender shall have the additional rights to draw in full any Letter of Credit: (a) if Lender has received a notice from the issuing bank that the Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date will not be renewed and (A) in the case of a Standby substitute Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event is not provided at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower forty five (with a copy to the Administrative Agent45) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby on which the outstanding Letter of Credit is scheduled to expire; (b) if Lender has not received a “Notice of Termination”) and (B) in notice from the case of a Trade Letter of Credit, 60 days after issuing bank that it has renewed the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall at least forty five (x45) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit days prior to the date on which such Standby Letter of Credit otherwise would have been automatically renewed is scheduled to expire and a substitute Letter of Credit is not provided at least forty five (z45) not permit days prior to the expiration date on which the outstanding Letter of Credit is scheduled to expire; (after giving effect to any renewalc) upon receipt of notice from the issuing bank that the Letter of Credit will be terminated (except if the termination of such Standby Letter of Credit is permitted pursuant to the terms and conditions hereof or a substitute Letter of Credit is provided by no later than forty five (45) days prior to such termination); (d) if Lender has received notice that the bank issuing the Letter of Credit shall cease to be an Approved Bank and Borrower has not substituted a Letter of Credit from an Approved Bank within twenty (20) days after notice; and/or (e) if the bank issuing the Letter of Credit shall fail to (i) issue a replacement Letter of Credit in any the event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby original Letter of Credit shall expire on the date on which it otherwise would have has been automatically renewed; providedlost, howevermutilated, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed stolen and/or destroyed or (ii) consent to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits transfer of the Letter of Credit Facility, and subject to any Person designated by Lender. If Lender draws upon a Letter of Credit pursuant to the limits referred terms and conditions of this Agreement, provided no Event of Default exists, Lender shall apply all or any part thereof for the purposes for which such Letter of Credit was established. Notwithstanding anything to the contrary contained in the above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay Lender is not obligated to draw any Letter of Credit Advances resulting from drawings thereunder pursuant upon the happening of an event specified in (a), (b), (c), (c) or (e) above and shall not be liable for any losses sustained by Borrower due to Section 2.04(c) and request the issuance insolvency of additional Letters the bank issuing the Letter of Credit under this Section 2.01(b)if Lender has not drawn the Letter of Credit.
Appears in 1 contract
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the each, a “Letters Letter of Credit”), ) for the account support of the Borrower Borrower’s or its Subsidiaries’ obligations from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Lenders at such time. Each Letter of Credit shall be for an amount of $50,000 or more. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before (x) the Termination Date and (A) in the case of a Standby Letter of Credit date that is one year after the date of issuance thereof, but may by its terms ; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be renewable annually upon notice (a “Notice of Renewal”) given deemed to comply with the foregoing requirement if the Issuing Bank that issued has the unconditional right to prevent any such Standby Letter of Credit automatic extension from taking place and each Issuing Bank hereby agrees to exercise such right to the Administrative Agent on or prior extent necessary to prevent any date for notice of renewal set forth in such Letter of Credit but in any event at least three from being outstanding after the Termination Date or (y) five Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender or each Affiliate of a Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit; provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.
Appears in 1 contract
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Subject to the terms and conditions hereinafter set forthof this Agreement, Issuing Lender may through the Issuing Office, at any time and from time to time from and after the date hereof until thirty (30) days prior to the Revolving Credit Maturity Date, upon the written request of Borrower accompanied by a duly executed Letter of Credit Agreement and such other documentation related to the requested Letter of Credit as Issuing Lender may reasonably require, issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters Letters of credit denominated Credit in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date Borrower, in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) amount for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment hereunder at such time, and (iii) for each such Letter of Credit any one time outstanding not to exceed the Unused Revolving Letter of Credit Commitments of the Lenders at such timeMaximum Amount. No Each Letter of Credit shall have an expiration date be in a minimum face amount of Ten Thousand Dollars ($10,000) (or such lesser amount as may be agreed to by Issuing Lender) and each Letter of Credit (including all rights of the Borrower or the beneficiary to require renewalany renewal thereof) shall expire not later than the earlier first to occur of 60 days before the Termination Date and (Ai) in the case of a Standby Letter of Credit one year thirteen (13) months after the date of issuance thereof, but may by its terms be renewable annually upon notice thereof and (a “Notice of Renewal”ii) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten (10) Business Days prior to the date of the proposed renewal of such Standby Letter of Revolving Credit and upon fulfillment of the applicable conditions set forth Maturity Date in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) effect on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, Second Amended and Restated Credit Agreement however, in connection with the request for the initial issuance of a Letter of Credit, Borrower may request that the terms of each Standby Letter of Credit that is will be automatically renewable annually shall (x) require renewed for similar successive periods of time unless and until Borrower provided a notice no late than 10 days prior to its expiration to the Issuing Bank Lender that issued such Standby the Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior should not be renewed. Notwithstanding anything to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentencecontrary contained herein, such Standby no Letter of Credit shall expire on be renewed for a similar successive period of time if its expiration is later than five days before the date on which it otherwise would have been automatically renewed; providedRevolving Credit Maturity Date. The submission of all applications in respect of and the issuance of each Letter of Credit hereunder shall be subject in all respects to such industry rules and governing laws as are acceptable to Issuing Lender. In the event of any conflict between this Agreement and any Letter of Credit Document other than any Letter of Credit, however, that even in the absence this Agreement shall control. All Existing Letters of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal Credit shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facilityissued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) terms and request the issuance of additional Letters of Credit under this Section 2.01(b)conditions hereof.
Appears in 1 contract
Letters of Credit. (i) Each Issuing Bank severally, but not jointly, severally agrees, in reliance upon the agreements of the Lenders set forth in Section 2.03 and on the terms and conditions hereinafter set forth, to (A) issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), "DOMESTIC LETTERS OF CREDIT") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the scheduled Termination Date in an aggregate Available Amount (i) for all Domestic Letters of Credit not to exceed at any time the lesser of (1) the Letter of Credit Facility Sublimit at such timetime MINUS the Foreign Letter of Credit Sublimit at such time and (2) the Aggregate Unused Revolving Credit Commitments at such time and (B) issue, or cause their respective Foreign Affiliate Issuing Banks to issue, letters of credit that constitute Trade Letters of Credit (ii"FOREIGN LETTERS OF CREDIT" and, together with Domestic Letters of Credit, "LETTERS OF CREDIT") for the account of the Borrower from time to time during the period from the date hereof until 60 days before the scheduled Termination Date in an aggregate Available Amount for all Foreign Letters of Credit issued by such Issuing Bank not to exceed and Affiliates of such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit Bank not to exceed the Unused Revolving Issuing Bank Foreign Letter of Credit Commitments Sublimit for such Issuing Bank. The Borrower shall have the right to change the Foreign Letter of Credit Sublimit and the Lenders at such timeIssuing Bank Foreign Letter of Credit Sublimits by delivering to the Administrative Agent a notice (the "FOREIGN LETTER OF CREDIT SUBLIMIT NOTICE") on the first Business Day of any Fiscal Quarter. No Trade Letter of Credit shall have an expiration date later than 180 days after the issuance thereof. No Standby Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary of such Standby Letter of Credit to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but any such Standby Letter of Credit may by its terms be renewable annually upon notice on the terms set forth in clause (a “Notice ii) of Renewal”) given to the Issuing Bank that issued such Standby this Section 2.03(e). If any Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days remains outstanding after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by , the Borrower or a Notice of shall, not later than the Termination is given by the applicable Issuing Bank pursuant Date, deposit an amount equal to the immediately preceding sentence, such Standby Letter aggregate Available Amount of all Letters of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even outstanding at such time in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementL/C Cash Collateral Account. Within the limits of the Letter of Credit FacilitySublimit, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant 2.01(e)(i) to Section 2.04(c) and request the issuance of additional replace Letters of Credit under this Section 2.01(b)that have expired or been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.
Appears in 1 contract
Samples: Credit Agreement (Levi Strauss & Co)
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Subject to the terms and conditions hereinafter set forthof this Agreement and upon (i) the execution by the Borrower and the Bank of a Master Letter of Credit Agreement in form and substance acceptable to the Bank (together with all amendments, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (modifications and restatements thereof, the “Letters Master Letter of CreditCredit Agreement”), and (ii) the execution and delivery by the Borrower, and the acceptance by the Bank, in its reasonable discretion, of a Letter of Credit Application, the Bank agrees to issue for the account of the Borrower from time to time on any Business Day during up to, but not including, the period from Facility A Loan Maturity Date or the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Facility B Loan Maturity Date, as applicable, such Letters of Credit in the standard form of the Bank and otherwise in form and substance acceptable to the Bank, provided that the Facility A Loan Letter of Credit Obligations may not to exceed at any time exceed the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s A Loan Letter of Credit Commitment at such time, and (iii) for each such that the Facility B Loan Letter of Credit Obligations may not to at any time exceed the Unused Revolving Facility B Loan Letter of Credit Commitments of the Lenders at such time. No Commitment, and provided further, that no Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier Facility A Loan Maturity Date or the Facility B Loan Maturity Date, as applicable. Letters of 60 days before the Termination Date and (A) in the case of Credit requested by a Standby Letter of Credit one year after Application shall first be issued as Facility B Loan Letter of Credit Obligations, and if the issuance of a Letter of Credit would result in the Facility B Loan Letter of Credit Obligation at any time exceeding the Facility B Loan Letter of Credit Commitment, Letters of Credit requested by a Letter of Credit Application shall be issued as Facility A Letter of Credit Obligations if the issuance of such Letters of Credit do not exceed the Facility A Loan Availability. In the event that the Borrower fails to reimburse the Bank for the amount of any payments made by the Bank with respect to draws made by a beneficiary under a Letter of Credit within two (2) Business Days from the date of issuance thereofsuch payment to such beneficiary by the Bank, but the Bank may make a Facility A Loan pursuant to a loan request and the terms and conditions of this Agreement for the purpose of reimbursing the Bank for the amount of such payment to such beneficiary by its terms be renewable annually upon notice (a “Notice of Renewal”) given the Bank in an amount equal to the Issuing Bank that issued lesser of (i) the amount of such Standby Letter of Credit and payment to such beneficiary by the Administrative Agent on Bank, or prior (ii) in an amount equal to any date remaining Facility A Loan Availability. The Borrower shall reimburse the Bank for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case part of a Trade Letter of Credit, 60 days after payment made by the date of issuance thereof; provided, however, that the terms of each Standby Bank under a Letter of Credit that is automatically renewable annually shall not converted to a Facility A Loan within two (x2) require Business Days of the Issuing Bank that issued such Standby payment to the beneficiary by the Bank. Upon the occurrence of an Event of a Default and at the option of the Bank, all Letter of Credit Obligations shall be converted to give Facility A Loans or Facility B Loans, as applicable, consisting of Prime Loans, all without demand, presentment, protest or notice of any kind, all of which are hereby waived by the beneficiary named Borrower. All amounts advanced on such Facility A Loans or Facility B Loans shall be held in a restricted cash collateral account to be maintained with Bank as additional Collateral for the Obligations. Bank may apply the balance of any such cash collateral account to the payment of any Letters of Credit subsequently drawn. Upon discharge of all Obligations and the expiration of all Letters of Credit, the funds remaining in such Standby accounts shall be paid to the Persons who have a beneficial interest therein. To the extent the provisions of the Master Letter of Credit notice Agreement differ from, or are inconsistent with, the terms of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance provisions of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Agreement shall govern.
Appears in 1 contract
Samples: Loan and Security Agreement (Argyle Security, Inc.)
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Letter of Credit shall be maintained for the terms and conditions hereinafter set forth, to issue (benefit of NYSEG. Owner shall: renew or cause the renewal of each outstanding Letter of Credit no less than thirty (30) Calendar Days before its Affiliate that is a commercial bank that expiration; if the issuer of an outstanding Letter of Credit has an Investment Grade Rating equal indicated its intent not to or better than renew such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters Letter of Credit”), for provide alternative Project Security no less than thirty (30) Calendar Days prior to its expiration; if the account issuer of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters a Letter of Credit not fails to exceed at any time honor NYSEG’s properly documented request to draw on an outstanding Letter of Credit, provide substitute Project Security within three (3) Business Days after such refusal; and replenish a Letter of Credit to the full Project Security amount in the event that NYSEG draws against the Letter of Credit Facility at such time, (ii) for all Letters any reason other than to satisfy a Termination Payment. Upon the occurrence of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s a Letter of Credit Commitment Default, Owner shall provide to NYSEG alternative Project Security on or before the third (3rd) Business Day after the occurrence thereof. Upon or at such timeany time after the occurrence and continuation of an Event of Default by Owner, NYSEG may seek assurance by drawing upon any outstanding Letter of Credit an amount up to the damages NYSEG reasonably determines it has suffered due to the Event of Default and (iii) for each upon submission to the issuer of such Letter of Credit not of one or more certificates specifying that such Event of Default has occurred and is continuing. In addition, NYSEG will have the right to exceed draw on the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights for any of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal reasons set forth in such Letter of Credit but in any event at least three Business Days prior to (or its accompanying draw certificate). Cash proceeds received by NYSEG from drawing upon the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of that are not used to satisfy the applicable conditions damages claimed by NYSEG shall be deemed Project Security for Owner’s obligations to NYSEG, and NYSEG shall have the rights and remedies set forth in Article III unless this Agreement with respect to such Issuing Bank has notified the Borrower (cash proceeds. In all cases, all costs associated with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after including the date costs and expenses of issuance thereof; providedestablishing, howeverrenewing, that substituting, canceling, and changing the terms amount of each Standby a Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of TerminationCredit, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)borne by Owner.
Appears in 1 contract
Samples: Storage Services Agreement
Letters of Credit. Each Letters of credit under the Revolving Facility will be issued by each Lender (other than Macquarie Lender) under the Revolving Facility (each, in such capacity, an “Issuing Bank”), with each such Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, agreeing to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed amount at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not outstanding up to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments its pro rata share of the Lenders at such time. No Letter letter of Credit shall have an expiration date credit sublimit (including all rights determined by reference to its pro rata share of the Borrower or commitments under the beneficiary to require renewal) Revolving Facility; provided, that, the letter of credit sublimit for the Agent will be based on its Revolving Facility commitment plus the Revolving Facility commitment of Macquarie Lender). Each letter of credit shall expire not later than the earlier of 60 days before the Termination Date and (Aa) in the case of a Standby Letter of Credit one year 12 months after the its date of issuance thereof, but (or such longer period as may be agreed by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the relevant Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days Borrower) and (b) the fifth business day prior to the date final maturity of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofRevolving Facility; provided, however, that any letter of credit may provide for renewal thereof for additional periods of up to 12 months (which in no event shall extend beyond the terms of each Standby Letter date referred to in clause (b) above, except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Bank). No Issuing Bank shall be required to issue documentary or trade Letters of Credit unless it agrees to do so in its sole discretion. Existing letters of credit may be rolled over or back-stopped under the Revolving Facility on the Closing Date. Letters of credit shall be issued in United States dollars or other currencies to be agreed. Drawings under any letter of credit shall be reimbursed by the Borrower within 1 business day after notice of such drawing is received by the Borrower from the relevant Issuing Bank; provided that if such notice is automatically renewable annually received by 11:00 a.m., New York City time, such reimbursement shall (x) require occur on the same day. To the extent that the Borrower does not reimburse the Issuing Bank that issued on such Standby Letter of Credit time frame, the Lenders under the Revolving Facility shall be irrevocably obligated to give reimburse the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter pro rata based upon their respective Revolving Facility commitments. The issuance of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence all letters of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal credit shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred customary procedures of the relevant Issuing Bank. The Senior Facility Loan Documentation will include customary provisions consistent with the Documentation Precedent to above, protect the Borrower may request Issuing Bank in the issuance of Letters of Credit event any Lender under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Revolving Facility is a Defaulting Lender.
Appears in 1 contract
Samples: Additional Initial Lender Agreement (Pomegranate Merger Sub, Inc.)
Letters of Credit. Each Issuing Bank severallyBorrowers may request that Lender or Lender’s affiliates issue Letters of Credit against the Revolving Loan. Any Letter of Credit issued hereunder shall be in form and content acceptable to Lender. All requests for issuance of Letters of Credit shall require two Banking Business Days’ prior notice, but not jointlyand shall, agreesunless otherwise agreed by Lender, on have an expiry date which is the terms earlier of one year after its issuance or the maturity date of the Revolving Note provided that the expiry date of any Letter of Credit may be up to 12 months later than the maturity date of the Revolving Loan if Borrowers agree at the time of issuance that, after the payment of all of the obligations of Borrowers hereunder, Borrowers will provide Lender with cash collateral in the amount of 105% of the stated amount of the applicable Letter of Credit. Lender may require Borrowers to execute Lender’s standard application and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters reimbursement agreement for Letters of credit denominated in Dollars Credit (the “Reimbursement Agreement”), provided that, in the event of any conflict between the terms of the Reimbursement Agreement and this Agreement, the terms of this Agreement shall apply, including terms with respect to the disbursement of funds hereunder to reimburse Lender for drawings on Letters of Credit. If any Borrower so requests, Lender shall, subject to the other conditions set forth in this Section 2.2e and so long as no Default or Event of Default has occurred and is continuing and there is availability therefor under the Loan, issue Letters of Credit under this Agreement that have automatic extension provisions (each, an “Auto-Extension Letter of Credit”), for the account ; provided that any such Auto-Extension Letter of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount Credit must (i) permit Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued, and (ii) not be permitted to have an expiry date later than the maturity date of the Revolving Loan unless Borrowers satisfy the requirements set forth in this Section 2.2e. Unless otherwise directed by Lender in writing, Borrowers shall not be required to make a specific request to Lender for all any such extension. In no event shall the aggregate amount frozen for outstanding Letters of Credit not to exceed the LC Sublimit at any time the Letter time. Borrowers shall pay quarterly, in advance all fees and charges for issuance of Credit Facility at such timeLetters of Credit, including: (i) fees customarily charged by Lender, (ii) for all standby Letters of Credit issued by Credit, an issuance fee equal to the Applicable Margin then in effect of the face amount of each such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such timeCredit, and (iii) for each such any fees set forth in this Agreement or the Reimbursement Agreement. Upon issuance of a Letter of Credit not to exceed against the Unused Revolving Credit Commitments Loan, an amount of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given Revolving Loan equal to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits amount of the Letter of Credit Facility, shall be frozen and unavailable for disbursement upon request of Borrowers so long as the Letter of Credit is outstanding or subject to the limits referred to above, the Borrower may request the issuance payment. Upon payment by Lender of Letters of Credit under this Section 2.01(b), repay any drawing on any Letter of Credit Advances resulting from drawings thereunder pursuant issued against the Revolving Loan, Lender shall disburse funds under the Revolving Loan to Section 2.04(c) and request reimburse Lender for the issuance amount of additional Letters the drawing and, for the avoidance of doubt, the LC Sublimit shall be correspondingly increased to reflect the reduction of the outstanding Letter of Credit under this Section 2.01(b)obligations.
Appears in 1 contract
Samples: Loan Agreement (Black Diamond, Inc.)
Letters of Credit. Each (i) Subject to Section 2.01(e), the Issuing Bank severally, but not jointly, agrees, in reliance upon the Agreements of the Lenders set forth in Section 2.03 and on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “"Letters of Credit”), ") in U.S. dollars for the account of the relevant Borrower from time to time (a) in respect of the Tender Offer L/C, only on the Closing Date and no other day before or after the Closing Date and (b) in respect of other Letters of Credit, on any Business Day during on or after the period from the date hereof Closing Date until 60 5 days before the scheduled Termination Date in an aggregate Available Amount (i) in an Available Amount for all Letters of Credit not to exceed at any time the each such Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such at any time (A) in respect of the Tender Offer L/C, the unused Issuing Bank’s 's Tender Offer L/C Commitment at such time; (B) in respect of Standby Letters of Credit and Trade Letters of Credit, the unused Issuing Bank's Operational Letter of Credit Commitment at such time, time and (iiiii) in an aggregate Available Amount for each such Letter all Letters of Credit not to exceed the lesser of (A) the Letter of Credit Facility at such time and (B) the aggregate Unused Revolving Credit Commitments of the Lenders at such time. No Trade Letter of Credit shall have an expiration date later than the earlier of (1) 180 days after the issuance thereof and (2) 5 days prior to the scheduled Termination Date. No Standby Letter of Credit shall have an expiration date (including all rights of the any Borrower or the beneficiary of such Standby Letter of Credit to require renewal) later than the earlier of 60 (x) 5 days before prior to the scheduled Termination Date and (Ay) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but any such Standby Letter of Credit may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to on the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal terms set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower clause (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewalii) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementSection 2.01(d). Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the any Borrower may request the issuance of Letters of Credit (other than the Tender Offer L/C) under this Section 2.01(b2.01(d)(i), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit (other than the Tender Offer L/C) under this Section 2.01(b2.01(d)(i). Once the Tender Offer L/C is drawn and repaid it shall not be available for re-drawing.
Appears in 1 contract
Samples: Credit Agreement (Alpharma Inc)
Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower Borrowers from time to time on any Business Day during the period from the date hereof Effective Date until 60 sixty (60) days before the Revolving Credit Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower Borrowers or the beneficiary to require renewal) later than (A) the earlier of 60 sixty (60) days before the Revolving Credit Termination Date and Date, (AB) in the case of a Standby Letter of Credit one year Credit, 365 days after the date of issuance thereof and (C) in the case of a Trade Letter of Credit, 180 days after the date of issuance thereof. The foregoing notwithstanding, but may any Standby Letter of Credit may, by its terms terms, be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three five (5) Business Days prior to the date of the proposed renewal of such Standby Letter of Credit Credit) and upon fulfillment of the applicable conditions set forth in Article III 3 unless such Issuing Bank has shall have notified the Borrower Borrowers (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 days thirty (30) Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 sixty (60) days before the Revolving Credit Termination Date. If either a Notice of Renewal is not given by the Borrower Borrowers or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal Renewal, the applicable Issuing Bank may may, in its discretion, discretion unless instructed to the contrary by the Administrative Agent or the BorrowerBorrowers, deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may request the issuance of Letters of Credit under this Section 2.01(b2.1(b), repay any Letter of Credit Advances resulting from drawings thereunder under Letters of Credit pursuant to Section 2.04(c2.3(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(b).
Appears in 1 contract
Samples: Credit Agreement (Mediabay Inc)
Letters of Credit. Each As part of the Credit available hereunder and upon not less than three (3) Business Days' prior notice to the Agent, each of the Facility A Borrowers may cause to be issued by an Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (Lender one or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “more Letters of Credit”)Credit under Facility A in a maximum aggregate amount outstanding at any time not exceeding US $15,000,000, and for a duration not exceeding the account lesser of the Borrower from time to time on any Business Day during the period one (1) year from the date hereof until 60 days before of issuance or the Termination Date remaining duration of the Term, subject to the signature by the relevant Facility A Borrower of the Issuing Lender's standard documentation then currently used in connection with letters of credit. Such Borrower shall pay non-refundable fees in respect of any such Letter of Credit equal to the rate per annum indicated in the definition of "Margin" multiplied by the face amount thereof, subject to a minimum fee for each Letter of Credit in an aggregate Available Amount amount of $250, payable in advance. The relevant Facility A Borrower shall also pay to the Issuing Lender Letter of Credit fees in respect of any such Letters of Credit equal to .12% per annum of the face amount thereof, payable (i) for all Letters of Credit not to exceed issued at any time the Letter request of Credit Facility a US Borrower, in arrears at such timethe end of each fiscal quarter of IPG, and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case request of a Standby Letter of Credit one year after Canadian Borrower, in advance on the date of issuance thereofissuance, but or on such other date as the Agent may by its terms be renewable annually upon notice (a “Notice determine from time to time. IPG and LLC expressly acknowledge that they will remain liable hereunder in respect of Renewal”) given to the Issuing Bank that issued such Standby Letter Letters of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date irrespective of the proposed renewal of fact that they have not executed such Standby Letter of Credit and upon fulfillment of standard documentation together with the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with Borrower. If a copy to the Administrative Agent) on or prior to the date request for notice of termination set forth in such Letter of Credit but in payment is made under any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give Lender will advise the beneficiary named in such Standby Letter of Credit notice Agent and the Agent will promptly advise the relevant Facility A Borrower of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to payment made thereunder. Upon any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given payment by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes Lender under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant Credit, each of the Lenders shall reimburse to Section 2.04(c) and request the issuance Issuing Lender a portion of additional Letters such payment equal to the percentage of Credit under this Section 2.01(b)its respective Facility A Commitment multiplied by the amount of such payment.
Appears in 1 contract
Letters of Credit. Each Any Borrower may request any Issuing Bank severallyto issue, but not jointlyand such Issuing Bank may, agreesif in its reasonable discretion it elects to do so, on the terms and conditions hereinafter set forthforth and in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit (each, a “Letter of Credit”) denominated in Dollars (the “Letters of Credit”), for the account of the any Borrower or its specified Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the latest Termination Date applicable to any Tranche A Lender in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s at any time the Letter of Credit Commitment at of such time, Issuing Bank and (iii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Tranche A Commitments of the Tranche A Lenders having a Termination Date no earlier than the expiration date of such Letter of Credit at such time. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by Issuance thereof (or one year after its terms be renewable annually upon notice (a “Notice of Renewal”renewal or extension) given to and 10ten Business Days before the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior latest Termination Date applicable to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementTranche A Lender. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may from time to time request the issuance Issuance of Letters of Credit under this Section 2.01(b), repay any . Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit on or after the date hereof shall be re-issued by an Issuing Bank pursuant to Section 2.04(c) and request the issuance terms of additional Letters of this Agreement. Jabil Credit under this Section 2.01(b).Agreement26 31
Appears in 1 contract
Samples: Credit Agreement (Jabil Inc)
Letters of Credit. Each Issuing Bank severally(a) The Borrower may request the issuance of (i) Letters of Credit in dollars, but not jointly, agrees, on in form and substance reasonably acceptable to the terms Administrative Agent and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such the Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower Borrowers, at any time and from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at Availability Period; provided, that, any such timeLetter of Credit shall be issued only if, and each request by the Borrower for the issuance of any Letter of Credit shall be deemed a representation and warranty of the Borrowers that, immediately following the issuance of such Letter of Credit, (iiA) for all the aggregate Dollar Amount of Letter of Credit Exposure resulting from Letters of Credit issued by such Issuing Bank does not to exceed such Issuing Bank’s Letter of $50,000,000, and (B) the Aggregate Outstanding Credit Exposure does not exceed the Aggregate Commitment at such time, and (iiiii) Foreign Currency Letters of Credit, in form and substance reasonably acceptable to the Administrative Agent and the Issuing Bank for each such the account of the Borrowers, at any time and from time to time during the Letter of Credit Availability Period; provided, that, any such Foreign Currency Letter of Credit shall be issued only if, and each request by the Borrower for the issuance of any such Foreign Currency Letter of Credit shall be deemed a representation and warranty of the Borrowers that, immediately following the issuance of such Foreign Currency Letter of Credit (A) the aggregate Dollar Amount of Foreign Currency Letter of Credit Exposure does not to exceed the Unused Revolving Aggregate Foreign Currency Commitment and (B) the Aggregate Outstanding Credit Commitments Exposure does not exceed the aggregate amount of the Lenders Aggregate Commitment at such time. No Letter of Credit In no event shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior be obligated to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay issue any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request if after giving effect thereto, the issuance Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment. For purposes hereof, the “issuance” of additional Letters a Letter of Credit under this Section 2.01(b)includes the amendment, renewal or extension of a Letter of Credit.
Appears in 1 contract
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Subject to the terms and conditions hereinafter set forthforth and to the prior satisfaction (or waiver by the Issuing Lender in its sole discretion) of the Closing Conditions, the Issuing Lender agrees (A) during the Availability Period and upon the written request of the Borrower in the form of a Request for Issuance appropriately completed in accordance with the terms thereof and Section 2.01(a)(ii), to issue (one or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) more letters of credit denominated hereunder, substantially in Dollars the form attached hereto as Exhibit A on the relevant Issuance Dates to the Account Beneficiary or Account Beneficiaries designated by the Borrower (each such letter of credit issued by the Issuing Lender, a “Letter of Credit”, and collectively, the “Letters of Credit”), for the account in each case with an initial expiry date of the Borrower from time to time on any no later than one (1) calendar year and five (5) Business Day during the period Days from the date hereof until 60 days before Issuance Date (subject to automatic renewal in accordance with the Termination Date in an aggregate Available Amount terms thereof) and (iB) for all Letters to honor drawings by the relevant Account Beneficiary under each outstanding Letter of Credit not to exceed at any time Credit; provided that, notwithstanding the foregoing, a Tranche A Letter of Credit Facility at such timeexpiry date shall be no later than one year after the Tranche A Availability Period End Date and a Tranche B Letter of Credit expiry date shall be no later than one year after the Tranche B Availability Period End Date. For record-keeping purposes, (ii) for all Letters of Credit issued by such the Issuing Bank not to exceed such Issuing Bank’s Lender shall be designated as Tranche A Letters of Credit or Tranche B Letters of Credit. In the event that the issuance of a single Letter of Credit Commitment would result in the aggregate LOC Amount of all Letters of Credit at the time of such timeissuance exceeding the Tranche A LOC Commitment, and the Issuing Lender may choose to (iiia) for each such issue two separate Letters of Credit, comprised of a Tranche A Letter of Credit not (with a face amount that, when added to exceed the Unused Revolving Credit Commitments face amount of all other Tranche A Letters of Credit, results in a LOC Amount equal to the Lenders at such time. No Tranche A LOC Commitment attributable to all Tranche A Letters of Credit) and a Tranche B Letter of Credit shall have an expiration date (including with a face amount equal to the LOC Amount attributable to all rights Letters of Credit in excess of the Borrower Tranche A LOC Commitment) or the beneficiary to require renewal(b) later than the earlier issue a single Tranche B Letter of 60 days before the Termination Date and (A) Credit. Except as set forth in the case preceding sentence, no Tranche B Letters of a Standby Credit will be issued prior to the Tranche A Availability Period End Date unless and until the LOC Amount attributable to issued and outstanding Tranche A Letters of Credit is equal to the Tranche A LOC Commitment or, at the Borrower’s election in order to maintain the ability to amend the terms of Tranche A Letters of Credit already issued, $65,000,000. Subject to Section 2.08, no Tranche A Letter of Credit one year will be issued after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Tranche A Availability Period End Date and no Tranche B Letter of Credit and will be issued after the Administrative Agent Tranche B Availability Period End Date. Notwithstanding the foregoing, in the event that any Tranche A Letters of Credit are expiring on or prior to any a date for notice of renewal set forth in after the Tranche A Availability Period End Date, such Tranche A Letter of Credit but in any event at least three Business Days prior Credit, subject to the date of the proposed renewal of such Standby Letter of Credit terms and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with this Agreement, shall be automatically renewed as a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Tranche B Letter of Credit but in any event at least 30 days prior to so long the date of automatic renewal of its election Tranche B LOC Exposure will not to renew such Standby Letter of Credit (exceed the Tranche B LOC Commitment as a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt result of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Any Tranche A Letters of Credit under outstanding on the effective date of this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant Agreement shall continue to Section 2.04(c) and request the issuance of additional be Tranche A Letters of Credit under and any Tranche B Letters of Credit outstanding on the effective date of this Section 2.01(b)Agreement shall continue to be Tranche B Letters of Credit.
Appears in 1 contract
Samples: Reimbursement Agreement (Hamilton Insurance Group, Ltd.)
Letters of Credit. Each (a) On any Business Day from and including the Closing Date to but including the date that is five (5) Business Days prior to the Revolving Commitment Termination Date , the Issuing Bank severallyBank, but not jointlyin reliance upon the agreements of the other Lenders pursuant to this Section 2.21, agreesagrees to issue, at the request of the Borrower, standby Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of (i) each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on no later than the date on which it otherwise that is five (5) Business Days prior to the Revolving Commitment Termination Date and (ii) the Borrower may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would have been automatically renewed; providedexceed the LC Commitment, however(B) the aggregate LC Exposure, that even in plus the absence aggregate outstanding Revolving Loans would exceed the Aggregate Revolving Commitment Amount or (C) the aggregate outstanding amount of receipt the Revolving Loans of any Lender plus such Lender’s Pro Rata Share of the outstanding amount of all LC Exposure would exceed such Lender’s Revolving Commitment. Each request by the Borrower for the issuance or amendment of a Notice Letter of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal Credit shall be deemed to have been so delivered for all purposes under this Agreement. Within be a representation by the limits of Borrower that the Letter of Credit Facilityso requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the limits referred to aboveterms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may 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. The Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the 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 the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank (provided, however, the Issuing Bank agrees that it will not adopt policies for the sole purpose of preventing the issuance of Letters of Credit under this hereunder); (C) except as otherwise agreed by the Administrative Agent and the Issuing Bank, such Letter of Credit is in an initial stated amount less than $100,000.00; (D) such Letter of Credit is to be denominated in a currency other than Dollars; or (E) any Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.01(b2.23(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which the Issuing Bank has actual or potential Fronting Exposure, repay as it may elect in its sole discretion. The Issuing Bank shall not amend any Letter of Credit Advances resulting from drawings thereunder pursuant if the Issuing Bank would not be permitted at such time to Section 2.04(cissue the Letter of Credit in its amended form under the terms hereof. The Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) the 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. The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and request the documents associated therewith, and the Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and LC Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Bank. Upon the issuance of additional Letters each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in such Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under this Section 2.01(b)such Letter of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.
Appears in 1 contract
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Upon the terms and conditions hereinafter set forthof this Credit Agreement, from time to time during the Revolving Credit Availability Period, Borrower may request the Issuing Bank to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters Letter of credit denominated in Dollars (the “Letters of Credit”), Credit for the account of the Borrower from time Borrower, denominated in Dollars, and Issuing Bank hereby agrees to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters issue each Letter of Credit not so requested, provided that after giving effect to exceed at any time the issuance thereof, the Letter of Credit Facility Outstandings do not exceed the Letter of Credit Sublimit. Notwithstanding anything else to the contrary set forth herein, the Issuing Bank shall not be required to issue any Letter of Credit if at the time of such timeissuance, (i) it has not received a duly completed Letter of Credit Request, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Bank from issuing such Letter of Credit or any requirement of law applicable to the Issuing Bank or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the 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 the Issuing Bank or any Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Lender is not otherwise compensated), or (iii) after giving effect to the issuance thereof, the aggregate Revolving Credit Exposure of all Letters Lenders would exceed the Maximum Aggregate Available Amount. Each Letter of Credit issued by such the Issuing Bank not pursuant to exceed such Issuing Bank’s Letter of this Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit Agreement shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) no later than the earlier of 60 days before Maturity Date. Notwithstanding the Termination Date and (A) in foregoing, if the case of Borrower requests that a Standby Letter of Credit one year be issued with an expiration date which is later than the Maturity Date (any such Letter of Credit, a "Long-Dated Letter of Credit"), such Long-Dated Letter of Credit may be issued by the Issuing Bank hereunder if the Issuing Bank and each Lender expressly consent to the issuance thereof. The Borrower hereby agrees that if the expiration date of any Letter of Credit falls on or after the date of issuance thereofMaturity Date, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given the Borrower shall remit to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Bank, no less than five (5) Business Days prior to the date of Maturity Date, an amount in cash equal to the proposed renewal of such Standby Letter of Credit Outstandings from time to time from and upon fulfillment after such Maturity Date. Such amounts shall be held by the Agent as security for Borrower's reimbursement obligations in respect of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but Obligations. The Borrower and Agent shall enter into such documentation as is necessary and appropriate to give effect to the posting of such collateral and the grant to Agent for the benefit of the Issuing Bank and the Lenders of a first perfected security interest therein, and the terms and conditions of this Credit Agreement shall remain in full force and effect with respect to such Letter of Credit Obligations for so long as such Letter of Credit Outstandings remain outstanding. Whenever the Borrower desires that a Letter of Credit be issued (including, without limitation, any event Long-Dated Letters of Credit), the Borrower shall give the Issuing Bank written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 noon (New York time) at least 30 days five (5) Business Days prior to the proposed date of automatic renewal issuance (which shall be a Business Day), which written notice shall be in the form of its election not to renew such Standby Exhibit D (each, a "Letter of Credit (Request"). The making of each Letter of Credit Request shall be deemed to be a “Notice representation and warranty by the Borrower that such Letter of Termination”) Credit may be issued in accordance with, and (B) in it will not violate the case requirements applicable to the Borrower and/or Letters of a Trade Credit pursuant to this Credit Agreement. Upon its issuance of, or amendment to, any Letter of Credit, 60 days the Issuing Bank shall promptly notify the Agent of such issuance or amendment, which notice shall include a summary description of the Letter(s) of Credit actually issued and any amendments thereto. The Agent shall provide such information to the Lenders on a summary basis as of the end of each Fiscal Quarter. Prior to the occurrence and continuance of an Event of Default, any amounts drawn or disbursements made by the Issuing Bank under a Letter of Credit shall constitute, without the requirement of any further action on the part of the Borrower, the making of a Prime Rate Loan by the Lenders pursuant to Section 2.1(b) hereof. Accordingly, upon delivery to any Lender by Agent of notice of the deemed advance of such Prime Rate Loan, the Lenders hereby agree to remit to the Issuing Bank their respective pro rata shares of such Prime Rate Loan. Until such time as the Issuing Bank shall have received the respective Lenders' pro rata shares of such Prime Rate Loan, the Issuing Bank shall be entitled to receive, for its own account, any interest accrued on the unreimbursed portion of such Prime Rate Loan(s). It is hereby further agreed that with respect to any such Prime Rate Loans and subject to Section 2.2.3, the Borrower shall be deemed to have requested that such Prime Rate Loan be converted to a LIBOR Loan with an Interest Period of one (1) month, effective as of the third (3rd) Eurodollar Business Day after the date on which such Prime Rate Loan was made. The Borrower's obligations to reimburse the Issuing Bank with respect to Unpaid Drawings (including, in each case, interest thereon) shall be the primary obligation of issuance thereofthe Borrower, absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against any Lender, the Issuing Bank, the Agent or any beneficiary of the Letter of Credit, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the terms of each Standby Borrower shall not be obligated to reimburse the Issuing Bank for any wrongful payment made by the Issuing Bank under a Letter of Credit that is automatically renewable annually shall (x) require as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Issuing Bank that issued such Standby (as determined by a court of competent jurisdiction in a final and non-appealable decision). Notwithstanding anything to the contrary set forth herein, any action taken or omitted to be taken by the Issuing Bank under or in connection with any Letter of Credit, if taken or omitted in the absence of the Issuing Bank's gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision), shall not create for the Issuing Bank any resulting liability to the Borrower. By issuance of each Letter of Credit and without any further action on the part of the Issuing Bank, Agent or Lenders, the Issuing Bank hereby grants to give each Lender, and each Lender hereby acquires from the beneficiary named Issuing Bank, a participation in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby each Letter of Credit in an amount equal to such Lender's ratable share of the aggregate Commitments of all Lenders. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of each Letter of Credit is absolute, irrevocable, and unconditional and shall not be affected by any event circumstance whatsoever, including any amendment, renewal or extension of a Letter of Credit or the occurrence and continuance of a Default or an Event of Default hereunder, or the reduction or termination of the Commitments. In furtherance and not in limitation of the foregoing, each Lender hereby absolutely and unconditionally agrees to be extended pay to a date later than 60 days before the Termination DateAgent, for the account of the Issuing Bank, such Lender's ratable share of any Unpaid Drawings promptly upon demand therefor by the Agent. If either a Notice Subject to the funding by each Lender of Renewal its participation as required hereinabove, upon receipt by the Issuing Bank of any payments from the Borrower as payment with respect to the Unpaid Drawings (whether in respect of interest of principal), the Issuing Bank shall remit such proceeds to the Agent for distribution to the Lenders, ratably in accordance with their respective interests therein. Notwithstanding the foregoing, if any Lender is not given in default of its funding obligations pursuant hereto, such Lender's pro rata share of the proceeds of payments made by the Borrower or a Notice of Termination is given to reimburse Unpaid Drawings may be applied by the applicable Agent to satisfy such Lender's defaulted payment obligations. The Issuing Bank pursuant shall provide notice to the immediately preceding sentence, such Standby Borrower and the Agent whenever a drawing is made under a Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Credit.
Appears in 1 contract
Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be automatically renewable or renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).
Appears in 1 contract
Samples: Revolving Credit Agreement (Sunstone Hotel Investors, Inc.)
Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “"Letters of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 45 days before the Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 45 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (B) in the case of a Trade Letter of Credit, 60 45 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 45 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Any "Letters of Credit" (as defined in the Existing Credit Agreement) that are issued and outstanding on the date hereof shall be deemed to be Letters of Credit hereunder. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(d).
Appears in 1 contract
Samples: Credit Agreement (Central Tractor Farm & Country Inc)
Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “"Letters of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Working Capital Facility Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the Unused Revolving Credit Working Capital Commitments of the Working Capital Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Working Capital Facility Termination Date and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”")) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Working Capital Facility Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(b) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(c).
Appears in 1 contract
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower Upon Borrowers' application from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits use of the Letter of Credit Facility, Issuer's standard form Letter of Credit Application Agreement and subject to the limits referred to aboveterms and provisions therein and herein set forth, the Borrower may request Letter of Credit Issuer agrees to issue standby letters of credit on behalf of Borrowers under the Revolver Commitment, provided that (i) no letters of credit will be issued on behalf of or on the account of Borrowers with an expiry (expiration) date later than the Revolver Final Maturity Date, except only for letters of credit with one year maturities that contain automatic renewal language approved by the Letter of Credit Issuer, and (ii) no letter of credit will be issued on behalf of or for the account of Borrowers (y) if at the time of issuance the sum of the outstanding amount of all Revolver Loans under the Revolver Commitment as evidenced by the Revolver Note plus the unfunded amount of issued but unexpired Letters of Credit under this Section 2.01(b), repay any together with the face amount of the requested Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(cwould exceed the then applicable Revolver Commitment Amount or (z) and request if the issuance sum of additional the outstanding amount of all Revolver Loans under the Revolver Commitment plus the unfunded amount of issued but unexpired Letters of Credit issued under this Section 2.01(b)the Revolver Commitment together with the face amount of the requested Letter of Credit would exceed the Collateral Borrowing Base then in effect. If any letter of credit is drawn upon at any time, each amount drawn, whether a full or partial draw thereon, shall be reflected by the Agent as an advance on the Revolver Note effective as of the date of the Letter of Credit Issuer honoring the sight draft. If any letter of credit or letters of credit remain outstanding on the Revolver Final Maturity Date, the Lenders, at their option, may make a Revolver Loan advance under the Revolver Commitment in an amount equal to the aggregate face amount of such letter(s) of credit to purchase a certificate of deposit to be held by the Agent as additional security for the Indebtedness. In consideration of the Letter of Credit Issuer's agreement to issue standby letters of credit hereunder, Borrowers agree to pay to the Letter of Credit Issuer letter of credit issuance fees equal to the greater of (i) two hundred basis points (2.00%) per annum on the face amount of each letter of credit or (ii) $1,000.00 per each such Letter of Credit, together with the Letter of Credit Issuer standard letter of credit processing/renewal/amendment fees, which such fee shall be due and payable at the time of issuance of each applicable letter of credit.
Appears in 1 contract
Samples: Revolver Loan Agreement (Energy Resources 12, L.P.)
Letters of Credit. Each Issuing Bank severallyTenant shall deposit with Landlord two (2) unconditional, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) irrevocable sight draft letters of credit denominated in Dollars the amounts and for the purposes set forth below (each hereinafter a "Letter of Credit" and collectively the “"Letters of Credit”"), for the account . The form and content of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the each Letter of Credit Facility at such timeshall conform to International Standby Practices 1998 International Chamber of Commerce Publication No. 590, (ii) for all Letters of Credit issued shall name Landlord as beneficiary thereunder, shall be freely transferable by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such timeLandlord, and shall otherwise be acceptable to Landlord in its reasonable discretion (iiiincluding, without limitation, a provision that any termination or cancellation thereof not be effective until at least sixty (60) for each days after delivery of written notice to Landlord of such Letter termination or cancellation) and shall be drawn on Bank of Credit not America, GE Capital, or another comparable commercial lender reasonably acceptable to exceed the Unused Revolving Credit Commitments of the Lenders at such timeLandlord. No Each Letter of Credit shall have an expiration date a term of twelve (including all rights 12) months and shall be replaced or renewed by Tenant annually effective as of each anniversary of the Borrower or Commencement Date for consecutive twelve (12) month terms as set forth below. Landlord shall have the beneficiary right to require renewalobtain written assurances from the issuer(s) later than at any time that any of such Letters of Credit are still valid and enforceable. Upon the earlier occurrence of 60 days before the Termination Date and (A) an Event of Default, including without limitation any default by Tenant in the case payment of a Standby Base Rent and Additional Rent beyond applicable cure periods under this Lease, or if Landlord has not received replacement Letters of Credit or written confirmation of renewal of any expiring Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower thirty (with a copy to the Administrative Agent30) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to its expiration, Landlord may, without waiver of any other rights or remedies Landlord may have under this Lease or at law or in equity, draw upon each or all of the date of automatic renewal of its election not to renew such Standby Letter Letters of Credit in whole or in part, and hold same as a cash Security Deposit (a “Notice if drawn on for failure to replace or renew) or (if drawn on by reason of Termination”the occurrence of an Event of Default) apply the proceeds thereof to the payment of any Base Rent and (B) Additional Rent or any other sums owed to Landlord by reason of the occurrence of such Event of Default or for any such sums which Landlord may expend or may be required to expend by reason of such Event of Default, including, but not limited to, unamortized Tenant Improvement costs, unamortized leasing commissions, and any damages or deficiency in the case reletting of the Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord, and Landlord may hold the cash balance as a Trade Letter cash Security Deposit, provided that at such time as Tenant shall have cured all such Event(s) of CreditDefault and shall have replaced and/or restored the subject Letter(s) of Credit to their then required full amount(s), 60 days after and provided further that Landlord shall not have exercised its right to terminate this Lease as a result of such Event of Default, Landlord shall return all cash previously drawn by Landlord less all amounts properly applied by Landlord to any amounts hereunder and Landlord shall thereafter continue to hold the date Letter(s) of issuance thereof; provided, however, that Credit in accordance with the terms of each Standby Letter this Article 7. The terms of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter Letters of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).as follows:
Appears in 1 contract
Samples: Lease (Western Digital Corp)
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to Borrowers may request that Lender or Lender’s affiliates issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time against the Revolving Loan. Any Letter of Credit Facility at such time, (ii) issued hereunder shall be in form and content acceptable to Lender. All requests for all issuance of Letters of Credit issued shall require two Banking Business Days’ prior notice, and shall, unless otherwise agreed by such Issuing Bank not to exceed such Issuing Bank’s Lender, have an expiry date which is the earlier of one year after its issuance or the Maturity Date provided that the expiry date of any Letter of Credit Commitment may be up to 12 months later than the Maturity Date if Borrowers agree at such time, and (iii) for each the time of issuance of such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereofthat, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date Maturity Date, Borrowers will provide Lender with cash collateral in the amount of 105% of the stated amount of the applicable Letter of Credit. Lender may require Borrowers to execute Lender’s standard application and reimbursement agreement for Letters of Credit (the “Reimbursement Agreement”), provided that, in the event of any conflict between the terms of the Reimbursement Agreement and this Agreement, the terms of this Agreement shall apply, including terms with respect to the disbursement of funds hereunder to reimburse Lender for drawings on Letters of Credit. If any Borrower so requests, Lender shall, subject to the other conditions set forth in this Section 2.2e and so long as no Default or Event of Default has occurred and is continuing and there is availability therefor under the Loan, issue Letters of Credit under this Agreement that have automatic renewal extension provisions (each, an “Auto-Extension Letter of its election not to renew Credit”); provided that any such Standby Auto-Extension Letter of Credit must (i) permit Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a “Notice day in each such twelve-month period to be agreed upon at the time such Letter of Termination”) Credit is issued, and (Bii) not be permitted to have an expiry date later than the maturity date of the Revolving Loan unless Borrowers satisfy the requirements set forth in this Section 2.2e. Unless otherwise directed by Lender in writing, Borrowers shall not be required to make a specific request to Lender for any such extension. In no event shall the case aggregate amount frozen for outstanding Letters of a Trade Credit exceed the LC Sublimit at any time. Borrowers shall pay quarterly, in advance all fees and charges for issuance of Letters of Credit, including: (i) fees customarily charged by Lender, (ii) for standby Letters of Credit, an issuance fee equal to the Applicable Margin then in effect of the face amount of each such Letter of Credit, 60 days after and (iii) any fees set forth in this Agreement or the date Reimbursement Agreement. Upon issuance of issuance thereof; provided, however, that the terms of each Standby a Letter of Credit that is automatically renewable annually shall (x) require against the Issuing Bank that issued such Standby Letter Revolving Loan, an amount of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior Revolving Loan equal to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits amount of the Letter of Credit Facility, shall be frozen and unavailable for disbursement upon request of Borrowers so long as the Letter of Credit is outstanding or subject to the limits referred to above, the Borrower may request the issuance payment. Upon payment by Lender of Letters of Credit under this Section 2.01(b), repay any drawing on any Letter of Credit Advances resulting from drawings thereunder pursuant issued against the Revolving Loan, Lender shall disburse funds under the Revolving Loan to Section 2.04(c) and request reimburse Lender for the issuance amount of additional Letters the drawing and, for the avoidance of doubt, the LC Sublimit shall be correspondingly increased to reflect the reduction of the outstanding Letter of Credit under this Section 2.01(b)obligations.
Appears in 1 contract
Samples: Loan Agreement (Clarus Corp)
Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions set forth in any Letter of Credit Agreement and hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) stand-by letters of credit (each, a “Letter of Credit”) denominated in Dollars (the “Letters of Credit”), or any Alternative Currency for the account of the any Borrower from time to time on any Business Day during the period from the date hereof Effective Date until 60 thirty days before the Termination Date in an aggregate Available Amount (i) for all Letters based in respect of Credit not to exceed at any time the Letter of Credit Facility at such time, to be denominated in an Alternative Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (iii) for all Letters of Credit issued by such each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. No Issuing Bank shall be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank to exceed any limits imposed by, any applicable law. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 60 days ten Business Days before the earliest Termination Date and (A) in for which the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date aggregate Commitments of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date Lenders (after giving effect to any renewal) extensions of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank Date pursuant to Section 2.20) are not equal to or greater than the immediately preceding sentence, such Standby Letter aggregate Available Amount of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence all Letters of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementCredit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the any Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.
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Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Subject to the terms and conditions hereinafter set forthhereof, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower at any time and from time to time on any Business Day during the period from the Closing Date through the Maturity Date (or such earlier date hereof until 60 days before upon which the Termination Date Combined Commitments are terminated in an aggregate Available Amount (i) for all Letters accordance with the terms of Credit not to exceed at any time this Agreement), the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each Lender shall take such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Actions as Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofrequest; provided, however, that the terms of each Standby Issuing Lender shall not be obligated to take any Letter of Credit that is automatically renewable annually Action with respect to any Letter of Credit, and no Lender shall (x) require the Issuing Bank that issued such Standby be obligated to participate in any Letter of Credit to give if as of the beneficiary named in date of such Standby Letter of Credit notice Action, the aggregate outstanding principal amount of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of Loans plus the Letter of Credit Facility, Usage would exceed the Combined Commitments or if the requested Letter of Credit would result in a violation of the limitations expressed in Section 2.01(c)(ii). Each Letter of Credit Action shall be in a form acceptable to Issuing Lender and subject to the limits referred to above, the Borrower may request the issuance shall not violate any policies of Issuing Lender. Standby Letters of Credit under this Section 2.01(bshall be issued only for the purpose of (i) securing workers’ compensation and other insurance coverages for Borrower and its Subsidiaries in an amount not at any time to exceed the minimum amount required by Holdings’, Borrower’s, or any of Borrower’s Subsidiaries’ insurance carriers or applicable regulatory agencies and (ii) supporting obligations of Borrower and its Subsidiaries incurred in the construction of distribution centers, stores and related shopping centers (including without limitation a proposed $11,000,000 standby letter of credit supporting construction of Borrower’s proposed distribution center), repay . Commercial Letters of Credit shall only be issued for the purpose of supporting the purchase of inventory by Borrower and its Subsidiaries. The obligation of the Issuing Lender to take any Letter of Credit Advances resulting from drawings thereunder pursuant Action and the obligation of the Lenders to Section 2.04(c) and request participate in the issuance of additional Letters Letter of Credit under this Section 2.01(b).subject to such Letter of Credit Action shall be subject to the following limitations:
Appears in 1 contract
Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof Closing Date until 60 sixty (60) days before the Revolving Credit Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than (A) the earlier of 60 sixty (60) days before the Revolving Credit Termination Date and Date, (AB) in the case of a Standby Letter of Credit one year Credit, 365 days after the date of issuance thereof and (C) in the case of a Trade Letter of Credit, 180 days after the date of issuance thereof. The foregoing notwithstanding, but may any Standby Letter of Credit may, by its terms terms, be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three five (5) Business Days prior to the date of the proposed renewal of such Standby Letter of Credit Credit) and upon fulfillment of the applicable conditions set forth in Article III 3 unless such Issuing Bank has shall have notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 days thirty (30) Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 sixty (60) days before the Revolving Credit Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal Renewal, the applicable Issuing Bank may may, in its discretion, discretion unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.1(f), repay any Letter of Credit Advances resulting from drawings thereunder under Letters of Credit pursuant to Section 2.04(c2.3(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(f).
Appears in 1 contract
Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars substantially the form of Exhibit I hereto, or such other form required by the Issuing Banks in their sole discretion (the “Letters of Credit”"LETTERS OF CREDIT"), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretionshall, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.0l (b).
Appears in 1 contract
Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit”), "LETTERS OF CREDIT") for the joint account of the Borrower Borrowers from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit at any time not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such the Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Working Capital Commitments of the Lenders at such time. No Letter of Credit (other than a Flooring Letter of Credit) shall have an expiration date (including all rights of the Borrower Borrowers or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date (or, in the case of a Flooring Letter of Credit, later than five days before the Termination Date) and (A) in the case of a Standby Letter of Credit one year (other than a Flooring Letter of Credit), six months after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower Borrowers (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, PROVIDED that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower Borrowers or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; providedPROVIDED, howeverHOWEVER, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the BorrowerBorrowers, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may request the issuance of Letters of Credit under this Section 2.01(b2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(c).
Appears in 1 contract
Samples: Credit Agreement (Microage Inc /De/)
Letters of Credit. Each Letters of credit under the Revolving Facility will be issued by the Agent and, if included as an additional Issuing Bank severallyBank, but not jointly, agrees, on one or more Lenders acceptable to the terms Borrower and conditions hereinafter set forth, the Agent that agree to issue letters of credit (or cause its Affiliate each, an “Issuing Bank”); provided, that each Initial Lender that holds commitments under the Revolving Facility as of the Closing Date shall have a letter of credit commitment that is a proportionate with its commitment under the Revolving Facility and shall issue letters of credit pro rata based on such letter of credit commitment; provided, further, that Jefferies and Barclays shall not be required to issue trade or commercial bank that has an Investment Grade Rating equal letters of credit, Jefferies shall not be required to or better than such Issuing Bank’s Investment Grade Rating to issue) issue letters of credit denominated in Dollars (the “Letters currencies other than United States dollars and Credit Suisse shall only be required to issue standby letters of Credit”), for the account credit. Each letter of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit credit shall expire not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (Aa) in the case of a Standby Letter of Credit one year 12 months after the its date of issuance thereof, but (or such longer period as may be agreed by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the relevant Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days Borrower) and (b) the fifth business day prior to the date final maturity of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofRevolving Facility; provided, however, that any letter of credit may provide for renewal thereof for additional Exh. B-7 periods of up to 12 months (which in no event shall extend beyond the date referred to in clause (b) above, except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Bank). Existing letters of credit may be rolled over or back-stopped under the Revolving Facility on the Closing Date. Letters of credit shall be issued in United States dollars or other currencies to be agreed. Drawings under any letter of credit shall be reimbursed by the Borrower on terms of each Standby Letter of Credit consistent with the Documentation Precedent. To the extent that is automatically renewable annually shall (x) require the Borrower does not reimburse the Issuing Bank that issued on such Standby Letter of Credit time frame, the Lenders under the Revolving Facility shall be irrevocably obligated to give reimburse the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter pro rata based upon their respective Revolving Facility commitments. The issuance of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence all letters of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal credit shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred customary procedures of the relevant Issuing Bank. The definitive documentation for the First Lien Facilities will include customary provisions consistent with the Documentation Precedent to above, protect the Borrower may request Issuing Bank in the issuance of Letters of Credit event any Lender under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant the Revolving Facility is a “Defaulting Lender” (to Section 2.04(c) and request be defined in a manner consistent with the issuance of additional Letters of Credit under this Section 2.01(bDocumentation Precedent).
Appears in 1 contract
Samples: Additional Initial Lender Agreement (Aspen Merger Sub, Inc.)
Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and ----------------- conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit denominated in Dollars (the “"Letters of Credit”), ") for the account of the Borrower from time to time on any ------------------ Business Day during the period from the date hereof until 60 days before the Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit issued by the Issuing Bank not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the lesser of (x) the Letter of Credit Facility at such time and (y) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative ----------------- Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms --------------------- of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(c).
Appears in 1 contract
Letters of Credit. Each The Borrower, the Existing Issuing Bank, the Initial Issuing Bank severallyand each of the Revolving Credit Lenders hereby agree that each of the Existing Letters of Credit shall, but not jointlyon and after the Effective Date, be deemed for all purposes of this Agreement to be a Letter of Credit issued and outstanding under the terms of this Agreement. The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit denominated in Dollars (the each a “Letters Letter of Credit”), ) in U.S. dollars for the account of the Borrower in favor of any Person (other than the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the date hereof until 60 days Effective Date to ten Business Days before the scheduled Termination Date for the Revolving Credit Facility (i) in an aggregate Available Amount (i) for all outstanding Letters of Credit not to exceed at any time the Letter of Credit Facility at on such time, Business Day and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) in an Available Amount for each such Letter of Credit not to exceed the aggregate Unused Revolving Credit Commitments Commitment of the Revolving Credit Lenders at on such timeBusiness Day. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary of such Letter of Credit to require renewal) later than the earlier of 60 days before the Termination Date and (A) in ten Business Days prior to the case of a Standby Letter of scheduled Termination Date for the Revolving Credit Facility and (B) one year after the date of issuance thereof, but any such Letter of Credit may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III III, unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days ten Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof); provided, however, provided that the terms of each Standby Letter of the Letters of Credit that is automatically renewable annually (1) shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in of such Standby Letter of Credit notice of any Notice of Termination, (y2) shall permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date on which such Standby Letter of Credit otherwise would have been automatically renewed and (z3) shall not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date that is later than 60 days before ten Business Days prior to the scheduled Termination DateDate for the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby the related Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to aboveabove in this Section 2.01(d), the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(b) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(d).
Appears in 1 contract
Samples: Credit Agreement (Caremark Rx Inc)
Letters of Credit. Each The Borrower, the Issuing Bank severallyand each of the Revolving Credit Lenders hereby agree that each of the Existing Letters of Credit shall, but not jointlyon and after the Effective Date, continue as and be deemed for all purposes of this Agreement to be a Letter of Credit issued and outstanding under the terms of this Agreement. The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars (the “Letters of Credit”), "LETTERS OF CREDIT") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such the Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 20 days before the Termination Date and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days 10 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (B) in the case of a Trade Letter of Credit, 60 180 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 20 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even 41 41 in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(e).
Appears in 1 contract
Samples: Credit Agreement (Sovereign Specialty Chemicals Inc)
Letters of Credit. Each Issuing Bank severallyAs soon as practicable after the Closing Date, but not jointlyBuyer agrees to use commercially reasonable efforts to cause the counterparty to any Assumed Contract which is supported by an outstanding Relevant LC to release and terminate the Relevant LC. If it elects to do so, agrees, on the terms and conditions hereinafter set forth, to issue (Buyer may replace such Relevant LC or cause its Affiliate that is instead obtain a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters back-to-back letter of credit denominated in Dollars acceptable to the current issuing bank naming the current issuing bank as beneficiary with respect to such Relevant LC (the a “Letters Back-to-Back Letter of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the . If no Back-to-Back Letter of Credit Facility at has been issued with respect to an outstanding Relevant LC and amounts are drawn under such timeoutstanding Relevant LC after the Closing Date, (ii) Buyer shall reimburse the issuer of such Relevant LC for all Letters any such amounts pursuant to the terms of Credit issued by such Issuing Bank not Relevant LC, solely to exceed the extent that Seller would be obligated to reimburse or pay such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not amounts pursuant to exceed the Unused Revolving Credit Commitments terms of the Lenders at such time. No Letter of Credit Relevant LC documents and Buyer shall have an expiration date (including be subrogated to all rights of such issuer and Seller in respect of any such amounts provided Buyer shall have no right of reimbursement or other recourse that the Borrower or issuer has against any letter of credit lender in respect of such amounts. Notwithstanding the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of foregoing, if amounts are drawn under a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days Relevant LC prior to the date of the proposed renewal Closing Date and Buyer is refunded any amounts in respect of such Standby Letter drawing, Buyer agrees to promptly turn over such amounts to Seller and such amounts shall not be applied to satisfy obligations of Credit and upon fulfillment of Buyer under the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days Assumed Contract arising after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Closing Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).
Appears in 1 contract
Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars and to continue any Existing Letter of Credit (set forth on Schedule III hereto) (collectively, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be automatically renewable or renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).
Appears in 1 contract
