Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitments.
Appears in 7 contracts
Samples: Credit Agreement (Williams Partners L.P.), Credit Agreement (Williams Companies Inc), Credit Agreement (Transcontinental Gas Pipe Line Company, LLC)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding any Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a Letter of Credit Request (it being understood that, to the extent applicable, the issuance of any Letter of Credit expressly for the benefit of any subsidiary that is not a Loan Party shall be contingent upon the Administrative Agent’s receipt of any documentation and other information with respect to such subsidiary that has not been previously provided with respect to any Loan Party, that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and reasonably requested by the applicable Issuing Bank at least three Business Days prior to the requested date of issuance, ). To request an amendment, extension or renewal of an outstanding Letter of Credit, (unless automatically renewed by its terms) or extension, a notice requesting the issuance other than any automatic extension of a Letter of CreditCredit permitted under Section 2.05(c)) the Borrower shall submit a Letter of Credit Request to the applicable Issuing Bank or Issuing Banks selected by the Borrower (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. If requested by the date on which such Letter of Credit is to expire (which shall comply applicable Issuing Bank in connection with paragraph (c) of this Section), the amount of such any request for any Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representation or warranty, covenant or event of default not set forth in this Agreement (and to the extent any representation or warranty, covenant or event of default in any letter of credit application or any such other document is inconsistent herewith, the same shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent any representation or warranty, covenant or event of default in any letter of credit application or any such other document is inconsistent herewith, the same shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person)). No Letter of Credit may be issued, amended, extended or renewed or extended if and only if unless (and with respect to clauses (i) and (ii) below, upon the issuance, amendment, extension or renewal or extension of each Letter of Credit such Credit, the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such timeSublimit, and (iiiii) (A) the sum aggregate amount of the total Initial Revolving Credit Exposures Exposure shall not exceed the Aggregate Commitmentsaggregate amount of the Initial Revolving Credit Commitments then in effect, (B) the aggregate amount of the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of the Additional Revolving Credit Commitments of such Class then in effect and (C) if such Letter of Credit has a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date (1) does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date or (2) is subject to Letter of Credit Support.
Appears in 6 contracts
Samples: Credit Agreement (Cava Group, Inc.), Credit Agreement (Cava Group, Inc.), Credit Agreement (Cava Group, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Revolving Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Revolving Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three two (2) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Revolving Letter of Credit, or identifying the Revolving Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Revolving Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Revolving Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepareissue, amend, renew or extend such Revolving Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Revolving Letter of Credit. A Revolving Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Revolving Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the LC Revolving Facility Credit Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit total Revolving Facility Commitments at such time, and (ii) the LC Exposure in respect aggregate available amount of all Revolving Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentssuch Issuing Bank’s Revolving L/C Commitment.
Appears in 6 contracts
Samples: Revolving Credit Agreement (Frank's International N.V.), Credit Agreement (Crestwood Midstream Partners LP), Credit Agreement (Crestwood Midstream Partners LP)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitments.
Appears in 6 contracts
Samples: Credit Agreement (Williams Companies Inc), Credit Agreement (Williams Companies Inc), Credit Agreement (Williams Companies Inc)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, communication if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, or such shorter period as is acceptable to such respective Issuing Bank) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which whether such Letter of Credit is shall have a fixed final expiration date (not subject to expire renewal) or whether such Letter of Credit shall have an expiration date that automatically extends for successive periods (in either case which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the Issuing Bank, such Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Credit, Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time, $15.0 million and (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Revolving Exposures shall not exceed the Aggregate total Revolving Commitments.
Appears in 5 contracts
Samples: Credit Agreement (Cpi International, Inc.), Credit Agreement (Cpi International, Inc.), Credit Agreement (Cpi International, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank which is being requested to issue (or issued, in the case of an amendment, renewal or extension) the Letter of Credit and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the amount of the LC Exposure in respect of all Letters of Credit issued by the such Issuing Banks does Bank shall not exceed the aggregate of all Letter of Credit Commitments at such time, Individual Issuing Bank Sublimit and (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Revolving Credit Exposures shall not exceed the Aggregate total Revolving Commitments, excluding the Revolving Credit Exposure and Revolving Commitment of any Lender that is not participating by operation of Section 2.
Appears in 3 contracts
Samples: Agreement (Four Corners Property Trust, Inc.), Credit and Term Loan Agreement (Four Corners Property Trust, Inc.), Credit and Term Loan Agreement (Four Corners Property Trust, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower the Parent and the applicable Letter of Credit Applicant shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (not later than three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of before the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice Letter of Credit Request requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.9(c)), the amount of such Letter of Credit, the Currency in which such Letter of Credit is requested to be denominated, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the Issuing Bank, such Borrower the Parent and the applicable Letter of Credit Applicant also shall submit a letter of credit application on such the Issuing Bank’s 's standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and and, upon issuance, amendment, renewal or extension of each Letter of Credit, the Parent and such Letter of Credit such Borrower Applicant shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit Commitment of such Issuing Bank at such timeCommitment, (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitments, and (iii) the sum of the total Aggregate Core Currency Credit Exposures Exposure shall not exceed the Aggregate Core Currency Commitments.
Appears in 3 contracts
Samples: Year Credit Agreement (Tiffany & Co), Year Credit Agreement (Tiffany & Co), Tiffany Credit Agreement (Tiffany & Co)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a any Letter of Credit Credit, the relevant Borrower (or the amendment, renewal (unless automatically renewed by its termsTop Borrower on behalf of the relevant Borrower) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, amendmentin the case of any issuance to be made on the Closing Date, renewal (unless automatically renewed by its terms) or extensionone Business Day prior to the Closing Date), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit K attached hereto. To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. If requested by the date on which such Letter of Credit is to expire (which shall comply applicable Issuing Bank in connection with paragraph (c) of this Section), the amount of such any request for any Letter of Credit, the name and address relevant Borrower (or the Top Borrower on behalf of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower relevant Borrower) also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with of letter of credit application or other agreement submitted by any request for a Borrower (or the Top Borrower on behalf of any Borrower) to, or entered into by any Borrower (or the Top Borrower on behalf of any Borrower) with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by any Borrower (or the Top Borrower on behalf of any Borrower) with any Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). No Letter of Credit may be issued, amended, extended or renewed or extended if and only if unless (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, Sublimit and (iiiii) (A) the sum aggregate amount of the total Initial Revolving Credit Exposures Exposure shall not exceed the Aggregate Commitmentsaggregate amount of the Initial Revolving Credit Commitments then in effect, (B) the aggregate amount of the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of the Additional Revolving Credit Commitments of such Class then in effect and (C) if such Letter of Credit has a term extending beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date.
Appears in 2 contracts
Samples: Intercreditor Agreement (Cotiviti Holdings, Inc.), Intercreditor Agreement (Cotiviti Holdings, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or Credit, the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower Representative shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, prior to 12:00 p.m. on the date that is at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal issuance (unless automatically renewed by its terms) or extensionsuch shorter period as is acceptable to the applicable Issuing Bank), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit L attached hereto. To request an amendment, extension or renewal of an outstanding Letter of Credit (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)), the Borrower Representative shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) prior to 12:00 p.m. on the date that is at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the applicable Borrower, the Letter of Credit to be amended, extended or renewed, the currency of the Letter of Credit to be amended, extended or renewed or extended, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and must be accompanied by such other information as shall be necessary to prepareissue, amend, extend or renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower Representative also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower Representative to, or entered into by any Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by any Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended, extended or renewed or extended if and only if (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such Credit, the Borrower Representative shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal extension, or extension renewal, (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such timeSublimit (taking the US Dollar Equivalent of the relevant amount of any Letter of Credit denominated in an Alternate Currency), (ii) unless otherwise agreed by such Issuing Bank, the portion of the aggregate LC Exposure in respect of all attributable to Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit its LC Commitment of such Issuing Bank at such time, and (iii) the sum of (x) the total Credit Exposures shall aggregate outstanding principal amount of all Revolving Loans and Swingline Loans plus (y) the aggregate amount of all LC Obligations would not exceed the Aggregate CommitmentsTotal Revolving Credit Commitment. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower Representative and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary herein, (x) Jefferies shall not be obligated to issue Letters of Credit in Canadian Dollars or any other AlternativeAlternate Currency and (y) no Issuing Bank will be required to issue trade or commercial Letters of Credit without such Issuing Bank’s consent.
Appears in 2 contracts
Samples: Credit Agreement (Knowlton Development Corp Inc), Credit Agreement (Knowlton Development Parent, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower Representative shall deliver by hand deliver or fax facsimile (or transmit by electronic communicationthrough an Electronic System, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (prior to 9:00 am, Chicago time, at least three (3) Business Days (or such shorter period of time as the applicable Issuing Bank may be acceptable agree in its sole discretion) prior to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by In addition, as a condition to any such Issuing BankLetter of Credit issuance, such the applicable Working Capital Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on in each case, as required by the Issuing Bank and using such Issuing Bank’s 's standard form in connection with any request for (each, a "Letter of CreditCredit Agreement"). A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower the Working Capital Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure shall not exceed $5,000,000, (ii) no Revolving Lender's Revolving Exposure shall exceed its Revolving Commitment and (iii) the Aggregate Revolving Exposure shall not exceed the lesser of the Aggregate Revolving Commitment and the Borrowing Base. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank's Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower Representative may from time to time request that an Issuing Banks does not exceed Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the aggregate time of all such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit so issued by any an Issuing Bank does not exceed the in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit Commitment for all purposes of such this Agreement, and shall not affect the Issuing Bank at such timeSublimit of any other Issuing Bank, and subject to the limitations on the aggregate LC Exposure set forth in clause (iiii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsthis Section 2.06(b).
Appears in 2 contracts
Samples: Credit Agreement (HF Foods Group Inc.), Credit Agreement (HF Foods Group Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the applicable Administrative Agent three (at least five Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed or extension or such lesser period as agreed to by the applicable Issuing Bank, it being understood that The Bank of Nova Scotia, in its termscapacity as Canadian Issuing Bank, requires only one Business Day advance notice in respect of such matters) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day)extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.18(c)), the amount of such Letter of Credit, the name and address of the beneficiary thereof and thereof, such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit, and in respect of a Canadian Letter of Credit, whether such Letter of Credit should be denominated in Canadian Dollars or U.S. Dollars. If requested by such the applicable Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit Credit, such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the aggregate applicable LC Exposure shall not exceed the applicable LC Commitment Amount (or, in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all a Canadian Letter of Credit Commitments at such timedenominated in U.S. Dollars, the U.S. $ Equivalent thereof), and (ii) the LC aggregate applicable Revolving Credit Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentstotal applicable Revolving Credit Commitments (or, in respect of a Canadian Letter of Credit denominated in U.S. Dollars, the U.S. $ Equivalent thereof).
Appears in 2 contracts
Samples: Credit Agreement (Tim Hortons Inc.), Credit Agreement (Tim Hortons Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank or the LC Facility Issuing Bank, as applicable) to the applicable Issuing Bank or the LC Facility Issuing Bank, as applicable, and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.06(c), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank or the LC Facility Issuing Bank, such as applicable, Borrower shall also shall submit a letter of credit application on such Issuing Bank’s or the LC Facility Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall not be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (ix) with respect to Revolving Letters of Credit, (I) the total Revolving LC Exposure would exceed $10.0 million or (II) the total Revolving Credit Exposures would exceed the total Revolving Credit Commitments and (y) with respect to LC Facility Letters of Credit, the LC Facility LC Exposure would exceed the Total LC Facility Deposit. Upon the issuance of any Letter of Credit or amendment, renewal or extension of a Letter of Credit, the Issuing Bank or LC Facility Issuing Bank shall promptly notify the Administrative Agent, who shall promptly notify each Revolving Lender or LC Facility Lender thereof, as the case may be, which notice shall be accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in respect such Letter of Credit pursuant to Section 2.06(d). On the first Business Day of each calendar month, each Issuing Bank and the LC Facility Issuing Bank shall provide to the Administrative Agent a report listing all outstanding Letters of Credit issued by it and the Issuing Banks does not exceed amounts and beneficiaries thereof and the aggregate of all Letter of Credit Commitments at Administrative Agent shall promptly provide such timereport to each Revolving Lender or LC Facility Lender, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsas applicable.
Appears in 2 contracts
Samples: Credit Agreement (Rural Metro Corp /De/), Credit Agreement (Rural Metro Corp /De/)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of CreditCredit (other than an automatic extension permitted pursuant to clause (c) of this Section)), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable relevant Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, amendmentin the case of any issuance to be made on the Closing Date, renewal (unless automatically renewed by its termsone Business Day prior to the Closing Date) or extension, a notice requesting the issuance of a Letter of CreditCredit in the form of Exhibit J attached hereto or such other form as the Borrower, the Administrative Agent and the applicable Issuing Bank may agree to, or identifying the Letter of Credit to be amended, renewed or extended, extended and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph clause (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit and provide any documentation or other information required by regulatory authorities under applicable “know your customer” rules and regulations for the beneficiary and any party to be named on such Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the amount of the LC Exposure in respect shall not exceed the Letter of all Credit Sublimit, (ii) the sum of the total Revolving Credit Exposures shall not exceed the Total Revolving Credit Commitments and (iii) the portion of the LC Exposure attributable to Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any applicable Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsits Issuing Bank Sublimit.
Appears in 2 contracts
Samples: Credit Agreement (Cano Health, Inc.), Credit Agreement (Jaws Acquisition Corp.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or Credit, the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a applicable Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, amendmentin the case of any issuance to be made on the Closing Date, renewal (unless automatically renewed by its terms) or extensionone Business Day prior to the Closing Date), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit B-2 attached hereto (the “Letter of Credit Request”). To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the applicable Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and must be accompanied by such other information as shall be necessary reasonably requested by the applicable Issuing Bank to prepareissue, amend, extend or renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by any Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by any Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended, extended or renewed or extended if and only if (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal extension, or extension renewal, (i) in the case of a US Letter of Credit, the US LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all US Letter of Credit Commitments at such timeSublimit, (ii) in the case of a Canadian Letter of Credit, the Canadian LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Canadian Letter of Credit Commitment of such Issuing Bank at such timeSublimit, and (iii) the sum of (x) the total Credit Exposures shall aggregate outstanding principal amount of all Revolving Loans plus (y) the aggregate amount of all LC Obligations would not exceed the Aggregate CommitmentsCommitment, (iv) the sum of (x) the aggregate outstanding principal amount of all Revolving Loans made to the US Borrower plus (y) the aggregate amount of all LC Obligations in respect of US Letters of Credit would not exceed the US Borrowing Base and (v) the sum of (x) the aggregate outstanding principal amount of all Revolving Loans made to the Canadian Borrower plus (y) the aggregate amount of all LC Obligations in respect of Canadian Letters of Credit would not exceed the Canadian Borrowing Base. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Security Agreement (Hayward Holdings, Inc.), Security Agreement (Hayward Holdings, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding any Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, in the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a Letter of Credit Request. To request an amendment, extension or renewal of an outstanding Letter of Credit, (unless automatically renewed by its terms) or extension, a notice requesting the issuance other than any automatic extension of a Letter of CreditCredit permitted under Section 2.05(c)) the Borrower shall submit a Letter of Credit Request to the applicable Issuing Bank selected by the Borrower (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. If requested by the date on which such Letter of Credit is to expire (which shall comply applicable Issuing Bank in connection with paragraph (c) of this Section), the amount of such any request for any Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representation or warranty, covenant or event of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). No Letter of Credit may be issued, amended, extended or renewed or extended if and only if unless (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment Sublimit and (ii) (A) the aggregate amount of the Initial Revolving Credit Exposure shall not exceed the aggregate amount of the Initial Revolving Credit Commitments then in effect, (B) the aggregate amount of the Incremental Revolving Credit Exposure attributable to any Class of Incremental Revolving Credit Commitments does not exceed the aggregate amount of the Incremental Revolving Credit Commitments of such Issuing Bank at Class then in effect and (C) if such timeLetter of Credit has a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date and (iii) the sum with respect to any Letter of the total Credit Exposures shall not exceed the Aggregate Commitmentsto be issued by Barclays, any such Letter of Credit is a Standby Letter of Credit.
Appears in 2 contracts
Samples: Credit Agreement (ATI Physical Therapy, Inc.), Credit Agreement (ATI Physical Therapy, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or Credit, the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower Representative shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, prior to 12:00 p.m. on the date that is at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal issuance (unless automatically renewed by its terms) or extensionsuch shorter period as is acceptable to the applicable Issuing Bank), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit L attached hereto. To request an amendment, extension or renewal of an outstanding Letter of Credit (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)), the Borrower Representative shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) prior to 12:00 p.m. on the date that is at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the applicable Borrower, the Letter of Credit to be amended, extended or renewed, the currency of the Letter of Credit to be amended, extended or renewed or extended, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and must be accompanied by such other information as shall be necessary to prepareissue, amend, extend or renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower Representative also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower Representative to, or entered into by any Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by any Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended, extended or renewed or extended if and only if (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such Credit, the Borrower Representative shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal extension, or extension renewal, (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such timeSublimit (taking the US Dollar Equivalent of the relevant amount of any Letter of Credit denominated in an Alternate Currency), (ii) unless otherwise agreed by such Issuing Bank, the portion of the aggregate LC Exposure in respect of all attributable to Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit its LC Commitment of such Issuing Bank at such time, and (iii) the sum of (x) the total Credit Exposures shall aggregate outstanding principal amount of all Revolving Loans and Swingline Loans plus (y) the aggregate amount of all LC Obligations would not exceed the Aggregate CommitmentsTotal Revolving Credit Commitment. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower Representative and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary herein, (x) Jefferies shall not be obligated to issue Letters of Credit in Canadian Dollars or any other Alternative Currency and (y) no Issuing Bank will be required to issue trade or commercial Letters of Credit without such Issuing Bank’s consent.
Appears in 2 contracts
Samples: Security Agreement (Knowlton Development Corp Inc), Security Agreement (Knowlton Development Parent, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding any Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal issuance (unless automatically renewed by its terms) or extensionsuch shorter period as is acceptable to the applicable Issuing Bank), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit K. To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day) and other details of the amendment, extension or renewal; provided, that, any request for extension or renewal shall not exceed twelve (12) months and in no event shall extend beyond the dates set forth in Section 2.05(c), . If requested by the date on which such Letter of Credit is to expire (which shall comply applicable Issuing Bank in connection with paragraph (c) of this Section), the amount of such any request for any Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement)), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). No Letter of Credit may be issued, amended, extended or renewed or extended if and only if unless (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal or extension (i) the LC Exposure in respect does not exceed the Letter of Credit Sublimit, (ii) the aggregate Stated Amount of all Letters of Credit issued by an Issuing Bank does not exceed such Issuing Bank’s LC Commitment and (iii) (A) the Issuing Banks aggregate amount of the Initial Revolving Credit Exposure shall not exceed the aggregate amount of the Initial Revolving Credit Commitments then in effect, (B) the aggregate amount of the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of all the Additional Revolving Credit Commitments of such Class then in effect and (C) if such Letter of Credit has a term extending beyond any Maturity Date applicable to the Revolving Credit Commitments at such timeof any Class, (ii) the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in respect effect that are scheduled to remain in effect after such Maturity Date. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower and the Administrative Agent (if so requested by the Administrative Agent) a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Revolving Lenders, in writing, of such Letter of Credit or amendment, and if so requested by a Revolving Lender, the Administrative Agent will provide such Revolving Lender with copies of such Letter of Credit or amendment. Not later than the third Business Day following the last day of each month (or at such other intervals as the Administrative Agent and the applicable Issuing Bank shall agree), each Issuing Bank shall provide to the Administrative Agent a schedule of all outstanding Letters of Credit issued by any such Issuing Bank does not exceed Bank, in form and substance reasonably satisfactory to the Administrative Agent, showing the date of issuance, the account party, the original face amount (if any), the expiration date and the reference number, in each case, of each such Letter of Credit Commitment of Credit, and showing the aggregate amount (if any) payable by the Borrower to such Issuing Bank at during such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsmonth.
Appears in 2 contracts
Samples: Credit Agreement (Cowen Inc.), Credit Agreement (Victory Capital Holdings, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, but in any event no less than three (3) Business Days or such shorter period as the applicable Issuing Bank and the Administrative Agent shall agree to) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Credit, the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) (x) the LC Exposure in respect aggregate undrawn amount of all outstanding Letters of Credit issued by the applicable Issuing Banks does Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrowers at such time shall not exceed the aggregate of all its Letter of Credit Commitments at such timeCommitment, (ii) no Lender’s Revolving Credit Exposure shall exceed its Commitment and (iii) the LC Total Alternate Currency Revolving Credit Exposure in respect of all Letters of Credit issued by any Issuing Bank does shall not exceed the Alternate Currency Sublimit. The Company may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Company shall not reduce the Letter of Credit Commitment of any Issuing Bank at if, after giving effect of such timereduction, and the conditions set forth in clauses (i) through (iii) the sum of the total Credit Exposures above shall not exceed be satisfied. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to the Aggregate Commitmentsbeneficiary thereof, the Issuing Bank shall also deliver to the Company a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding any Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a Letter of Credit Request (it being understood that, to the extent applicable, the issuance of any Letter of Credit expressly for the benefit of any subsidiary that is not a Loan Party shall be contingent upon the Administrative Agent’s receipt of any documentation and other information with respect to such subsidiary that has not been previously provided with respect to any Loan Party, that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and reasonably requested by the applicable Issuing Bank at least three Business Days prior to the requested date of issuance, ). To request an amendment, extension or renewal of an outstanding Letter of Credit, (unless automatically renewed by its terms) or extension, a notice requesting the issuance other than any automatic extension of a Letter of CreditCredit permitted under Section 2.05(c)) the Borrower shall submit a Letter of Credit Request to the applicable Issuing Bank or Issuing Banks selected by the Borrower (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. If requested by the date on which such Letter of Credit is to expire (which shall comply applicable Issuing Bank in connection with paragraph (c) of this Section), the amount of such any request for any Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representation or warranty, covenant or event of default not set forth in this Agreement (and to the extent any representation or warranty, covenant or event of default in any letter of credit application or any such other document is inconsistent herewith, the same shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent any representation or warranty, covenant or event of default in any letter of credit application or any such other document is inconsistent herewith, the same shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person)). No Letter of Credit may be issued, amended, extended or renewed or extended if and only if unless (and with respect to clauses (i) and (ii) below, upon the issuance, amendment, extension or renewal or extension of each Letter of Credit such Credit, the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such timeSublimit, and (iiiii) (A) the sum aggregate amount of the total Initial2024 Revolving Credit Exposures Exposure shall not exceed the Aggregate Commitmentsaggregate amount of the Initial2024 Revolving Credit Commitments then in effect, (B) the aggregate amount of the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of the Additional Revolving Credit Commitments of such Class then in effect and (C) if such Letter of Credit has a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date (1) does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date or (2) is subject to Letter of Credit Support.
Appears in 1 contract
Samples: Credit Agreement (First Watch Restaurant Group, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a any Borrower or any Additional Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable such Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (prior to 11:00 A.M. (New York City time) at least three Domestic Business Days (or such shorter period Euro-Currency Business Days, as may be acceptable to such Issuing Bank) applicable, in advance of the requested date of issuance, amendment, renewal or extension (unless automatically renewed by its termsor a shorter period in the sole discretion of the relevant Issuing Bank)) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Domestic Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class of such Letter of Credit, the amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such Borrower or such Additional Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit Credit, such Borrower or such Additional Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the sum of the Dollar LC Exposure in respect of all Letters of Credit issued by at such time and the Issuing Banks does Multi-Currency LC Exposure at such time shall not exceed $100,000,000; provided that the aggregate of all Letter of Credit Commitments Multi-Currency LC Exposure at such timetime shall not exceed $20,000,000, (ii) the LC Exposure in respect aggregate face amount of all outstanding Letters of Credit issued by any Issuing Bank does shall not exceed the respective amounts set forth in the final sentence of Section 2.18(a), (iii) the aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments and (iv) no Bank’s Revolving Exposure shall exceed its Revolving Commitment. No Issuing Bank shall issue, amend, renew or extend a Letter of Credit Commitment with respect to any Class if such Issuing Bank shall have been notified by the Administrative Agent (as directed by a Majority in Interest of the Revolving Banks) that a Default or Event of Default has occurred and is continuing. The Issuing Banks shall provide to the Administrative Agent and, in turn, the Administrative Agent shall provide to the Revolving Banks a monthly update, in accordance with customary practices, of total LC Exposures with respect to such Class, it being understood that the obligations of the Revolving Banks shall not be subject to the receipt of such update. No Issuing Bank shall be under any obligation to issue or amend any Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing or amending such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular. Notwithstanding anything to the contrary, an Issuing Bank shall not be under any obligation to issue, amend or extend any Letter of Credit if the issuance, amendment or extension of such Letter of Credit would violate one or more policies of such Issuing Bank at such time, and (iii) the sum applicable to letters of the total Credit Exposures shall not exceed the Aggregate Commitmentscredit generally.
Appears in 1 contract
Samples: Credit Agreement (Allegion PLC)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the applicable Borrower shall hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days (or such shorter period as may be acceptable to such agreed by the applicable Issuing BankBank and the Agent) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.7), the amount of such Letter of Credit, the applicable Borrower with respect to such Letter of Credit and whether such Borrower is a US Borrower or a Canadian Borrower, whether the Letter of Credit is to be a US Tranche Letter of Credit or a Canadian Tranche Letter of Credit, the currency in which such Letter of Credit is to be denominated, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such an Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) in the case of US Tranche Letters of Credit, (A) the LC Exposure in with respect of all to US Tranche Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate US Tranche LC Sublimit, (B) the Total US Tranche Revolving Credit Exposure shall not exceed the sum of all Letter of the total US Tranche Revolving Credit Commitments at such time and (C) the Total US Tranche Revolving Credit Exposure shall not exceed the US Line Cap at such time, (ii) in the case of Canadian Tranche Letters of Credit, (A) the LC Exposure in with respect of all to Canadian Tranche Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Canadian Tranche LC Sublimit, (B) the Total Canadian Tranche Revolving Credit Commitment of such Issuing Bank at such time, and (iii) Exposure shall not exceed the sum of the total Canadian Tranche Revolving Credit Exposures Commitments at such time and (C) the Total Canadian Tranche Revolving Credit Exposure shall not exceed the Aggregate CommitmentsCanadian Line Cap at such time and (iii) in the case of all Letters of Credit, (A) the LC Exposure with respect to all Letters of Credit shall not exceed the Total LC Sublimit, (B) the Total Revolving Credit Exposure shall not exceed the Line Cap at such time and (C) the applicable Issuing Bank’s total LC Exposure with respect to all Letters of Credit (determined for this purpose without giving effect to the participations therein of the Lenders pursuant to Section 2.7(d)) would not exceed such Issuing Bank’s LC Issuer Sublimit.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or Credit, the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal issuance (unless automatically renewed by its terms) or extensionsuch shorter period as is acceptable to the applicable Issuing Bank), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit K attached hereto. To request an amendment, extension or renewal of a Letter of Credit (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)), the Borrower shall submit such a request to the applicable Issuing Bank selected by the Borrower (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and must be accompanied by such other information reasonably requested by the applicable Issuing Bank as shall be necessary to prepareissue, amend, extend or renew or extend such Letter of Credit. If requested by such the applicable Issuing BankBank in connection with any request for any Letter of Credit, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit shall be required to be issued, amended, extended or renewed or extended if and only if unless (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal extension or extension renewal, (i) the LC Initial Revolving Credit Exposure in respect of all Letters of Credit issued by the Issuing Banks does would not exceed the aggregate amount of all Letter of the Initial Revolving Credit Commitments at such time, Commitment and (ii) the aggregate LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does would not exceed the Letter of Credit Commitment Sublimit. In addition, [[5470263]] no Issuing Bank shall be required to issue, amend, extend or renew any Letter of Credit if the expiration date of such Letter of Credit extends beyond five Business Days prior to the Maturity Date applicable to the Revolving Credit Commitments of any Class unless (1) the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date, (2) all Revolving Lenders and such Issuing Bank at shall have consented to such timeexpiry date, (3) the Borrower shall have caused such Letter of Credit to be backstopped by a “back to back” letter of credit reasonably satisfactory to such Issuing Bank or (4) the Borrower shall have caused such Letter of Credit to be Cash collateralized in accordance with Section 2.05(j), in the case of clause (3) or (4) on or before the date that such Letter of Credit is issued, amended, extended or renewed beyond such date. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Revolving Lenders, in writing, of such Letter of Credit or amendment, and (iii) if so requested by a Revolving Lender, the sum Administrative Agent will provide such Revolving Lender with copies of the total such Letter of Credit Exposures shall not exceed the Aggregate Commitmentsor amendment.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communicationcommunication (e-mail), if arrangements for doing so have been approved by the applicable designated Issuing Bank) to the applicable designated Issuing Bank and the Administrative Agent three not less than five Business Days (or such shorter period lesser number as may be otherwise acceptable to such Issuing Bank) in advance of the requested date of 35 Revolving Credit Facility issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice (a “Letter of Credit Request”) requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day)extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05(f)), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank that has been requested to issue such Issuing BankLetter of Credit, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form (an “Application”), appropriately completed and signed by a Responsible Officer of the Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that)if, after giving effect to such issuance, amendment, renewal or extension extension, (i) at any time prior to the Stated Maturity Date (A) the sum of the total Credit Exposures at any time shall not exceed the Total Commitment, (B) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Committed Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iiiC) the sum of the total Credit Exposures LC Exposure shall not exceed the Aggregate CommitmentsLC Sublimit, and (ii) at any time on and after the Stated Maturity Date, no Lender shall have any Credit Exposure or LC Exposure. Upon the issuance, amendment, renewal or extension of each Letter of Credit, the Issuing Bank that has issued such Letter of Credit will notify the Administrative Agent, who, in turn, will notify the Lenders, of the amount and type of such Letter of Credit that is issued, amended, renewed or extended pursuant to this Agreement.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or Credit, the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a applicable Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, amendmentin the case of any issuance to be made on the Closing Date, renewal (unless automatically renewed by its terms) or extensionone Business Day prior to the Closing Date), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit B-2 attached hereto (the “Letter of Credit Request”). To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the applicable Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and must be accompanied by such other information as shall be necessary reasonably requested by the applicable Issuing Bank to prepareissue, amend, extend or renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by any Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by any Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth -91- 81391230_6 |NY\7652510.20US-DOCS\114316435.10|| herein without action by any Person). A Letter of Credit shall may be issued, amended, extended or renewed or extended if and only if (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal extension, or extension renewal, (i) in the case of a US Letter of Credit, the US LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all US Letter of Credit Commitments at such timeSublimit, (ii) in the case of a Canadian Letter of Credit, the Canadian LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Canadian Letter of Credit Commitment Sublimit, (iii) in the case of such Issuing Bank at such timea European Letter of Credit, the European LC Exposure does not exceed the European Letter of Credit Sublimit and (iiiiv) the sum of (x) the total Credit Exposures shall aggregate outstanding principal amount of all Revolving Loans plus (y) the aggregate amount of all LC Obligations would not exceed the Aggregate CommitmentsCommitment. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum Credit Exposure of any Issuing Bank does not exceed the total Commitment of such Issuing Bank at such time, and (iv) the Aggregate Outstanding Credit Exposures shall Exposure does not exceed the Aggregate Commitments. In addition to the other conditions precedent set forth above, (1) if any Lender becomes, and during the period it remains, a Defaulting Lender, no Issuing Bank will be required to issue any Letter of Credit or to amend any outstanding Letter of Credit unless such Issuing Bank is satisfied that any exposure that would result therefrom is eliminated or fully covered by the Commitments of the Non-Defaulting Lenders or by Cash Collateralization or a combination thereof satisfactory to such Issuing Bank, (2) no Issuing Bank shall be under any obligation to issue any Letter of Credit if any Governmental Authority shall purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, such Letter of Credit or the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally, and (3) neither Barclays Bank PLC nor Xxxxxx Xxxxxxx Senior Funding, Inc., in their respective capacities as Issuing Banks, shall have any obligation to issue any Letter of Credit that is not a standby Letter of Credit.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower the Borrowers’ Agent shall hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (prior to 1:00 p.m., Central time, at least three (3) Business Days (or such shorter period as may be acceptable to such agreed by the Borrowers’ Agent and the Issuing Bank) in advance of prior to the requested date of issuance, amendment, renewal (unless automatically renewed by its termsor 39 extension) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the Issuing Bank, such the Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such timeExposure shall not exceed $60,000,000, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Revolving Credit Exposures shall not exceed the Aggregate Commitmentslesser of (x) the Total Commitments minus the Liquidity Reserve from and after the occurrence and during the continuance of a Liquidity Trigger Event and (y) the Borrowing Base and (iii) such requested Letter of Credit is satisfactory to the Issuing Bank and the Agent.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Kaiser Aluminum & Chemical Corp)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or Credit, the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a applicable Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, (x) in the case of any Letter of Credit requested in US Dollars or Canadian Dollars, at least three (3) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, amendmentin the case of any issuance to be made on the Closing Date, renewal one (unless automatically renewed by its terms1) Business Day prior to the Closing Date) and (y) in the case of any Letter of Credit requested in any other currency, at least five (5) Business Days in advance of the requested date of issuance (or extensionsuch shorter period as is acceptable to the applicable Issuing Bank), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit B-2 attached hereto (the “Letter of Credit Request”). To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the applicable Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three (3) Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and must be accompanied by such other information as shall be necessary reasonably requested by the applicable Issuing Bank to prepareissue, amend, extend or renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by any Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by any Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended, extended or renewed or extended if and only if (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal extension, or extension renewal, (i) in the case of a US Letter of Credit, the US LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all US Letter of Credit Commitments at such timeSublimit, (ii) in the case of a Canadian Letter of Credit, the Canadian LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Canadian Letter of Credit Commitment of such Issuing Bank at such timeSublimit, and (iii) the sum of (x) the total Credit Exposures shall aggregate outstanding principal amount of all Revolving Loans plus (y) the aggregate amount of all LC Obligations would not exceed the Aggregate CommitmentsCommitment, (iv) the sum of (x) the aggregate outstanding principal amount of all Revolving Loans made to the US Borrower plus (y) the aggregate amount of all LC Obligations in respect of US Letters of Credit would not exceed the US Line Cap and (v) the sum of (x) the aggregate outstanding principal amount of all Revolving Loans made to the Canadian Borrower plus (y) the aggregate amount of all LC Obligations in respect of Canadian Letters of Credit would not exceed the Canadian Line Cap. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or Credit, the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a applicable Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, amendmentin the case of any issuance to be made on the Closing Date, renewal (unless automatically renewed by its terms) or extensionone Business Day prior to the Closing Date), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit B-2 attached hereto (the “Letter of Credit Request”). To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the applicable Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and must be accompanied by such other information as shall be necessary reasonably requested by the applicable Issuing Bank to prepareissue, amend, extend or renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by any Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by any Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended, extended or renewed or extended if and only if (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal extension, or extension renewal, (i) in the case of a US Letter of Credit, the US LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all US Letter of Credit Commitments at such timeSublimit, (ii) in the case of a Canadian Letter of Credit, the Canadian LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Canadian Letter of Credit Commitment Sublimit, (iii) in the case of such Issuing Bank at such timea European Letter of Credit, the European LC Exposure does not exceed the European Letter of Credit Sublimit and (iiiiviii) the sum of (x) the total Credit Exposures shall aggregate outstanding principal amount of all Revolving Loans plus (y) the aggregate amount of all LC Obligations would not exceed the Aggregate CommitmentsCommitment. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower the Parent and the applicable Letter of Credit Applicant shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (not later than three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of before the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice Letter of Credit Request requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.10(c)), the amount of such Letter of Credit, the Currency in which such Letter of Credit is requested to be denominated, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the Issuing Bank, such Borrower the Parent and the applicable Letter of Credit Applicant also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and and, upon issuance, amendment, renewal or extension of each Letter of Credit, the Parent and such Letter of Credit such Borrower Applicant shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit Commitment of such Issuing Bank at such timeCommitment, (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitments, and (iii) the sum of the total Aggregate Core Currency Credit Exposures Exposure shall not exceed the Aggregate Core Currency Commitments.
Appears in 1 contract
Samples: Credit Agreement (Tiffany & Co)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Agent, at least two (2) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue in the form of Exhibit F attached hereto (each, a “Letter of Credit Request”). To request an amendment, extension or renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, the Borrower shall submit such a request on its letterhead, addressed to the applicable Issuing Bank (with a copy to the Administrative Agent) at least two (2) Business Days in advance of the requested date of amendment, extension or renewal, identifying the Letter of Credit to be amended, renewed or extended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for issuance, amendment, renewal or extension (which shall must be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and accompanied by such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended, renewed or extended if only with the approval of the Administrative Agent and only if (and upon on issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time, LC Sublimit Cap and (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Revolving Exposures shall not exceed the lesser of the Aggregate CommitmentsCommitments and the Borrowing Base. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Lenders, in writing, of such Letter of Credit or amendment, and if so requested by a Lender, the Administrative Agent will provide such Lender with copies of such Letter of Credit or amendment. With respect to commercial Letters of Credit, each Issuing Bank shall on the first Business Day of each week submit to the Administrative Agent, by facsimile, a report detailing the daily aggregate total of commercial Letters of Credit for the previous calendar week.
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Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower Agent shall hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three (3) Business Days (or such shorter period as may be acceptable to such Issuing Bank) Days, in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue in the form of Exhibit E attached hereto (each a “Letter of Credit Request”). To request an amendment, extension or renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, the Borrower Agent shall submit such a request on its letterhead, addressed to the applicable Issuing Bank (with a copy to the Agent) at least three (3) Business Days, in advance of the requested date of amendment, extension or renewal, identifying the Letter of Credit to be amended, renewed or extended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for issuance, amendment, renewal or extension (which shall must be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and accompanied by such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower Agent also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower Agent to, or entered into by the Borrower Agent or any Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon on issuance, amendment, renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Total Revolving Commitments at such time(giving effect to any Revolving Commitment Increase) , (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does Total Revolving Exposures shall not exceed the Letter lesser of Credit Commitment of such Issuing Bank at such timethe Total Revolving Commitments and the Borrowing Base, and (iii) no Issuing Bank shall be required to issue Letters of Credit in an aggregate outstanding amount exceeding such Issuing Bank’s LC Commitment Amount. Promptly after the sum delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower Agent and the Agent a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Agent shall notify the Revolving Lenders, in writing, of such Letter of Credit or amendment, and if so requested by a Revolving Lender the Agent will provide such Revolving Lender with copies of such Letter of Credit or amendment. Each Issuing Bank shall, on the first Business Day of each week, submit to the Agent, by facsimile, a report detailing the daily aggregate total of Letters of Credit Exposures shall not exceed for the Aggregate Commitmentsprevious calendar week.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Aggregate Outstanding Credit Exposures shall Exposure does not exceed the Aggregate Commitments.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or Credit, the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Agent, at least five (5) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank), a completed Letter of Credit application in a form reasonably acceptable to the applicable Issuing Bank. To request an amendment, extension or renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, the Borrower shall submit such an application to the applicable Issuing Bank and the Administrative Agent at least two (2) Business Days in advance of the requested date of amendment, extension or renewal, identifying the Letter of Credit to be amended, renewed or extended, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. In the date on which such event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of Letter of Credit is to expire (which shall comply with paragraph (c) of this Section)application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the amount of such applicable Issuing Bank relating to any Letter of Credit, the name terms and address conditions of the beneficiary thereof and such other information as this Agreement shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Creditcontrol. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon on issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitments.LC Sublimit with
Appears in 1 contract
Samples: First Lien Credit Agreement (Cyxtera Technologies, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding any Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, in the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a Letter of Credit Request. To request an amendment, extension or renewal of an outstanding Letter of Credit, (unless automatically renewed by its terms) or extension, a notice requesting the issuance other than any automatic extension of a Letter of CreditCredit permitted under Section 2.05(c)) the Borrower shall submit a Letter of Credit Request to the applicable Issuing Bank selected by the Borrower (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. If requested by the date on which such Letter of Credit is to expire (which shall comply applicable Issuing Bank in connection with paragraph (c) of this Section), the amount of such any request for any Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representation or warranty, covenant or event of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). No Letter of Credit may be issued, amended, extended or renewed or extended if and only if unless (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal or extension (i) (A) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment Sublimit, (B) with respect to any Letter of Credit issued by Barclays, the aggregate undrawn amount (plus unpaid LC Disbursements) of all outstanding Letters of Credit issued by Barclays does not exceed $10,000,000 and (C) with respect to any Letter of Credit to be issued by HSBC, the aggregate undrawn amount (plus unpaid LC Disbursements) of all outstanding Letters of Credit issued by HSBC does not exceed $5,000,000, (ii) (A) the aggregate amount of the Initial Revolving Credit Exposure shall not exceed the aggregate amount of the Initial Revolving Credit Commitments then in effect, (B) the aggregate amount of the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of the Additional Revolving Credit Commitments of such Issuing Bank at Class then in effect and (C) if such timeLetter of Credit has a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date and (iii) the sum with respect to any Letter of the total Credit Exposures shall not exceed the Aggregate Commitmentsto be issued by Barclays or HSBC, any such Letter of Credit is a Standby Letter of Credit.
Appears in 1 contract
Samples: Assignment and Assumption (ATI Physical Therapy, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding any Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal issuance (unless automatically renewed by its terms) or extensionsuch shorter period as is acceptable to the applicable Issuing Bank), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit K. To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day) and other details of the amendment, extension or renewal; provided, that, any request for extension or renewal shall not exceed twelve (12) months and in no event shall extend beyond the dates set forth in Section 2.05(c), . If requested by the date on which such Letter of Credit is to expire (which shall comply applicable Issuing Bank in connection with paragraph (c) of this Section), the amount of such any request for any Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement)), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). No Letter of Credit may be issued, amended, extended or renewed or extended if and only if unless (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal or extension (i) the LC Exposure in respect does not exceed the Letter of Credit Sublimit, (ii) the aggregate Stated Amount of all Letters of Credit issued by an Issuing Bank does not exceed such Issuing Bank’s LC Commitment and (iii) (A) the Issuing Banks aggregate amount of the Initial2024 Replacement Revolving Credit Exposure shall not exceed the aggregate amount of the Initial2024 Replacement Revolving Credit Commitments then in effect, (B) the aggregate amount of the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of all the Additional Revolving Credit Commitments of such Class then in effect and (C) if such Letter of Credit has a term extending beyond any Maturity Date applicable to the Revolving Credit Commitments at such timeof any Class, (ii) the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in respect effect that are scheduled to remain in effect after such Maturity Date. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower and the Administrative Agent (if so requested by the Administrative Agent) a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Revolving Lenders, in writing, of such Letter of Credit or amendment, and if so requested by a Revolving Lender, the Administrative Agent will provide such Revolving Lender with copies of such Letter of Credit or amendment. Not later than the third Business Day following the last day of each month (or at such other intervals as the Administrative Agent and the applicable Issuing Bank shall agree), each Issuing Bank shall provide to the Administrative Agent a schedule of all outstanding Letters of Credit issued by any such Issuing Bank does not exceed Bank, in form and substance reasonably satisfactory to the Administrative Agent, showing the date of issuance, the account party, the original face amount (if any), the expiration date and the reference number, in each case, of each such Letter of Credit Commitment of Credit, and showing the aggregate amount (if any) payable by the Borrower to such Issuing Bank at during such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsmonth.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the applicable Borrower or the Administrative Borrower on its behalf shall hand deliver or fax facsimile (or transmit by a “pdf” electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Agent, at least two Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue substantially in the form of Exhibit E attached hereto (each a “Letter of Credit Request”). To request an amendment, extension or renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, the applicable Borrower shall submit such a request on its letterhead, addressed to the applicable Issuing Bank (with a copy to the Administrative Agent) at least two Business Days in advance of the requested date of amendment, extension or renewal, identifying the Letter of Credit to be amended, renewed or extended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for issuance, amendment, renewal or extension (which shall must be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and accompanied by such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by such Borrower to, or entered into by such Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon on issuance, amendment, renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time$200,000,000, and (ii) the LC Exposure in respect of all Letters aggregate amount of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures Extensions shall not exceed the Aggregate Commitments.lesser of (A) the Available Commitments and (B) the Modified Borrowing Base. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Lenders, in writing, of such Letter of Credit or amendment, and if so requested by a Lender, the Administrative Agent will provide such Lender with copies of such Letter of Credit or amendment. ITEC ABL Credit Agreement
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or Credit, the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a applicable Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, amendmentin the case of any issuance to be made on the Closing Date, renewal (unless automatically renewed by its terms) or extensionone Business Day prior to the Closing Date), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit B-2 attached hereto (the “Letter of Credit Request”). To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the applicable Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and must be accompanied by such other information as shall be necessary reasonably requested by the applicable Issuing Bank to prepareissue, amend, extend or renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by any Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by any Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended, extended or renewed or extended if and only if (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal extension, or extension renewal, (i) in the case of a US Letter of Credit, the US LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all US Letter of Credit Commitments at such timeSublimit, (ii) in the case of a Canadian Letter of Credit, the Canadian LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Canadian Letter of Credit Commitment Sublimit, (iii) in the case of such Issuing Bank at such timea European Letter of Credit, the European LC Exposure does not exceed the European Letter of Credit Sublimit and (iiiiv) the sum of (x) the total Credit Exposures shall aggregate outstanding principal amount of all Revolving Loans plus (y) the aggregate amount of all LC Obligations would not exceed the Aggregate CommitmentsCommitment. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Trademark Security Agreement (PQ Group Holdings Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable relevant Issuing Bank) to the applicable an Issuing Bank and the Administrative Agent three (not later than 11:00 a.m., New York City time, at least two (2) Business Days (or such shorter period later date and time as may be acceptable to the Administrative Agent and such Issuing BankBank may agree) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such an Issuing Bank, such the Borrower also shall submit a letter of credit application on such the relevant Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the amount of the LC Exposure in respect shall not exceed $75,000,000, (ii) the Total Revolving Credit Exposures shall not exceed the Aggregate Commitment, (iii) each Lender’s Revolving Credit Exposure shall not exceed such Lender’s Commitment, (iv) the sum of (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Banks does Bank that have not yet been reimbursed by or on behalf of the Borrower at such time (such sum for any Issuing Bank at any time of determination, its “Outstanding LC Amount”) shall not exceed the aggregate of all such Issuing Bank’s Letter of Credit Commitments Commitment (provided that, notwithstanding this clause (iv) but at such timeall times subject to the immediately preceding clauses (i), (ii) and (iii) and the immediately succeeding clause (v), an Issuing Bank may, in its sole discretion, agree to issue, amend, renew or extent a Letter of Credit if such issuance, amendment, renewal or extension would cause such Issuing Bank’s Outstanding LC Exposure in respect Amount to exceed its Letter of Credit Commitment) and (v) the aggregate amount of all Letters of Credit issued by any Issuing Bank does shall not exceed such Issuing Bank’s Letter of Credit Commitment. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank at such time, and (iii) Bank; provided that the sum of the total Credit Exposures Borrower shall not exceed reduce the Aggregate CommitmentsLetter of Credit Commitment of any Issuing Bank if, after giving effect to such reduction, the conditions set forth in the immediately preceding clauses (i) through (v) shall not be satisfied.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding any Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal issuance (unless automatically renewed by its terms) or extensionsuch shorter period as is acceptable to the applicable Issuing Bank), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit K. To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day) and other details of the amendment, extension or renewal; provided, that, any request for extension or renewal shall not exceed twelve (12) months and in no event shall extend beyond the dates set forth in Section 2.05(c), . If requested by the date on which such Letter of Credit is to expire (which shall comply applicable Issuing Bank in connection with paragraph (c) of this Section), the amount of such any request for any Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement)), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). No Letter of Credit may be issued, amended, extended or renewed or extended if and only if unless (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal or extension (i) the LC Exposure in respect does not exceed the Letter of Credit Sublimit, (ii) the aggregate Stated Amount of all Letters of Credit issued by an Issuing Bank does not exceed such Issuing Bank’s LC Commitment and (iii) (A) the Issuing Banks aggregate amount of the Initial Revolving Credit Exposure shall not exceed the aggregate amount of the Initial Revolving Credit Commitments then in effect, (B) the aggregate amount of the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of all the Additional Revolving Credit Commitments of such Class then in effect and (C) if such Letter of Credit has a term extending beyond any Maturity Date applicable to the Revolving Credit Commitments at such timeof any Class, (ii) the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in respect effect that are scheduled to remain in effect after such Maturity Date. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower and the Administrative 48054934.2 LEGAL_US_E # 159035042.9 Agent (if so requested by the Administrative Agent) a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Revolving Lenders, in writing, of such Letter of Credit or amendment, and if so requested by a Revolving Lender, the Administrative Agent will provide such Revolving Lender with copies of such Letter of Credit or amendment. Not later than the third Business Day following the last day of each month (or at such other intervals as the Administrative Agent and the applicable Issuing Bank shall agree), each Issuing Bank shall provide to the Administrative Agent a schedule of all outstanding Letters of Credit issued by any such Issuing Bank does not exceed Bank, in form and substance reasonably satisfactory to the Administrative Agent, showing the date of issuance, the account party, the original face amount (if any), the expiration date and the reference number, in each case, of each such Letter of Credit Commitment of Credit, and showing the aggregate amount (if any) payable by the Borrower to such Issuing Bank at during such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsmonth.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, but in any event no less than three Business Days or such shorter notice, if any, is acceptable to the Issuing Bank) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying which of the Borrowers shall be the account party with respect thereto, the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the Issuing Bank, such the Applicable Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time$30,000,000, (ii) the LC no Lender’s Revolving Credit Exposure in respect of all Letters of Credit issued by any Issuing Bank does not shall exceed the Letter of Credit Commitment of such Issuing Bank at such timeits Revolving Commitment, and (iii) the sum of the total Revolving Credit Exposures shall not exceed the Aggregate Commitmentstotal Revolving Commitments and (iv) the Dollar Equivalent of the aggregate LC Exposure associated with the Letters of Credit issued by the applicable Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Fronting Sublimit (as set forth on Schedule 2.01) without the consent of such Issuing Bank. The Borrower may, at any time and from time to time, reduce the Letter of Credit Fronting Sublimit of any Issuing Bank with the consent of the applicable Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Fronting Sublimit of any Issuing Bank if, after giving effect to such reduction, the conditions set forth in clauses (i) through (iv) above shall not be satisfied.
Appears in 1 contract
Samples: Credit Agreement (Welbilt, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a any Letter of Credit Credit, the relevant Borrower (or the amendment, renewal (unless automatically renewed by its termsTop Borrower on behalf of the relevant Borrower) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, amendmentin the case of any issuance to be made on the Closing Date, renewal (unless automatically renewed by its terms) or extensionone Business Day prior to the Closing Date), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit K attached hereto and such Issuing Bank may assume that the conditions precedent to issuing a Letter of Credit are satisfied unless it is notified in writing by the Top Borrower at least one Business Day prior to such issuance that all such conditions will not be satisfied on the date of such issuance. To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. If requested by the date on which such Letter of Credit is to expire (which shall comply applicable Issuing Bank in connection with paragraph (c) of this Section), the amount of such any request for any Letter of Credit, the name and address relevant Borrower (or the Top Borrower on behalf of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower relevant Borrower) also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with of letter of credit application or other agreement submitted by any request for a Borrower (or the Top Borrower on behalf of any Borrower) to, or entered into by any Borrower (or the Top Borrower on behalf of any Borrower) with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by any Borrower (or the Top Borrower on behalf of any Borrower) with any Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). No Letter of Credit may be issued, amended, extended or renewed or extended if and only if unless (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal or extension (i) (A) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any an Issuing Bank does not exceed the Letter of Credit Commitment Sublimit of such Issuing Bank at such time, and (iiiB) the sum aggregate LC Exposure does not exceed the aggregate Letter of Credit Sublimit and (ii) (A) the aggregate amount of the total Initial Revolving Credit Exposures Exposure shall not exceed the Aggregate Commitmentsaggregate amount of the Initial Revolving Credit Commitments then in effect, (B) the aggregate amount of the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of the Additional Revolving Credit Commitments of such Class then in effect and (C) if such Letter of Credit has a term extending beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date.
Appears in 1 contract
Samples: First Lien Credit Agreement (Cotiviti Holdings, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or Credit, the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a applicable Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, (x) in the case of any Letter of Credit requested in US Dollars or Canadian Dollars, at least three (3) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, amendmentin the case of any issuance to be made on the Closing Date, renewal one (unless automatically renewed by its terms1) Business Day prior to the Closing Date) and (y) in the case of any Letter of Credit requested in any other currency, at least five (5) Business Days in advance of the requested date of issuance (or extensionsuch shorter period as is acceptable to the applicable Issuing Bank), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit B-2 attached hereto (the “Letter of Credit Request”). To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the applicable Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three (3) Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and must be accompanied by such other information as shall be necessary reasonably requested by the applicable Issuing Bank to prepareissue, amend, extend or renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by any Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by any Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended, extended or renewed or extended if and only if (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal extension, or extension renewal, (i) in the case of a US Letter of Credit, the US LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all US Letter of Credit Commitments at such timeSublimit, (ii) in the case of a Canadian Letter of Credit, the Canadian LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Canadian Letter of Credit Commitment of such Issuing Bank at such timeSublimit, and (iii) the sum of (x) the total Credit Exposures shall aggregate outstanding principal amount of all Revolving Loans plus (y) the aggregate amount of all LC Obligations would not exceed the Aggregate CommitmentsCommitment, (iv) the sum of (x) the aggregate outstanding principal amount of all Revolving Loans made to the US BorrowersBorrower plus (y) the aggregate amount of all LC Obligations in respect of US Letters of Credit would not exceed the US Line Cap and (v) the sum of (x) the aggregate outstanding principal amount of all Revolving Loans made to the Canadian Borrower plus (y) the aggregate amount of all LC Obligations in respect of Canadian Letters of Credit would not exceed the Canadian Line Cap. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Hillman Solutions Corp.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum Credit Exposure of any Issuing Bank does not exceed the total Commitment of such Issuing Bank at such time, and (iv) the Aggregate Outstanding Credit Exposures shall Exposure does not exceed the Aggregate Commitments. In addition to the other conditions precedent set forth above, (1) if any Lender becomes, and during the period it remains, a Defaulting Lender, no Issuing Bank will be required to issue any Letter of Credit or to amend any outstanding Letter of Credit unless such Issuing Bank is satisfied that any exposure that would result therefrom is eliminated or fully covered by the Commitments of the Non-Defaulting Lenders or by Cash Collateralization or a combination thereof satisfactory to such Issuing Bank, (2) no Issuing Bank shall be under any obligation to issue any Letter of Credit if any Governmental Authority shall purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, such Letter of Credit or the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally, and (3) neither Barclays Bank PLC nor Xxxxxx Xxxxxxx Bank, N.A., in their respective capacities as Issuing Banks, shall have any obligation to issue any Letter of Credit that is not a standby Letter of Credit.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower the Company shall hand deliver or fax telecopy (or transmit by electronic communicationcommunication (e-mail), if arrangements for doing so have been approved by the applicable designated Issuing Bank) to the applicable designated Issuing Bank and the Administrative Agent three (not less than five Business Days (or such shorter period as may be unless otherwise acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice (a “Letter of Credit Request”) requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day)extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.06(d)), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank that has been requested to issue such Issuing BankLetter of Credit, such Borrower the Company also shall submit a letter of credit application on such Issuing Bank’s standard form (an “Application”) in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that)if, after giving effect to such issuance, amendment, renewal or extension extension, (i) at any time prior to the Stated Maturity Date (A) the sum of the total Credit Exposures at any time shall not exceed the Total Commitment, (B) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Committed Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iiiC) the sum of the total Credit Exposures LC Exposure shall not exceed the Aggregate CommitmentsLC Sublimit, and (ii) at any time on and after the Stated Maturity Date (A) no Lender shall have any Credit Exposure other than its LC Exposure, and (B) the total Credit Exposure of all Lenders (consisting of their respective LC Exposures) shall not exceed 50% of the amount of the LC Commitment immediately prior to the Stated Maturity Date. Upon the issuance, amendment, renewal or extension of each Letter of Credit, the Issuing Bank that has issued such Letter of Credit will notify the Administrative Agent, who, in turn, will notify the Lenders, of the amount and type of such Letter of Credit that is issued, amended, renewed or extended pursuant to this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Kinder Morgan Energy Partners L P)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A No Letter of Credit shall be issued, amended, renewed or extended if and only if unless (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitments. In addition, no Issuing Bank shall be under any obligation to issue any Letter of Credit if any law or regulation applicable to such Issuing Bank shall prohibit the issuance of such Letter of Credit. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof.
Appears in 1 contract
Samples: Credit Agreement (WPX Energy, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Agent, at least two (2) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue in the form of Exhibit E attached hereto (each a “Letter of Credit Request”). To request an amendment, extension or renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, the Borrower shall submit such a request on its letterhead, addressed to the applicable Issuing Bank (with a copy to the Agent) at least two (2) Business Days in advance of the requested date of amendment, extension or renewal, identifying the Letter of Credit to be amended, renewed or extended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for issuance, amendment, renewal or extension (which shall must be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and accompanied by such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended, renewed or extended if only with the approval of the Agent and only if (and upon on issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time, $150,000,000 and (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Revolving Exposures shall not exceed the Aggregate Commitmentslesser of the total Commitments and the Borrowing Base. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower and the Agent a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Agent shall notify the Revolving Lenders, in writing, of such Letter of Credit or amendment, and if so requested by a Revolving Lender the Agent will provide such Revolving Lender with copies of such Letter of Credit or amendment. With respect to commercial Letters of Credit, each Issuing Bank shall on the first Business Day of each week submit to the Agent, by facsimile, a report detailing the daily aggregate total of commercial Letters of Credit for the previous calendar week.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank which is being requested to issue (or issued, in the case of an amendment, renewal or extension) the Letter of Credit and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the amount of the LC Exposure in respect of all Letters of Credit issued by the such Issuing Banks does Bank shall not exceed the aggregate of all Letter of Credit Commitments at such time, Individual Issuing Bank Sublimit and (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Revolving Credit Exposures shall not exceed the Aggregate total Revolving Commitments, excluding the Revolving Credit Exposure and Revolving Commitment of any Lender that is not participating by operation of Section 2.21. The Borrower shall pay any customary documentary and processing charges payable to the applicable Issuing Bank in accordance with such Issuing Bank’s standard schedule for such charges with respect to the issuance, amendment, cancellation, negotiation or transfer of each Letter of Credit and each drawing made thereunder.
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Samples: Lease Agreement (Four Corners Property Trust, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax facsimile (or transmit by a “pdf” or other electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Agent, at least two Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue substantially in the form of Exhibit E attached hereto (each a “Letter of Credit Request”). To request an amendment, extension or renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, Borrower shall submit such a request on its letterhead, addressed to the applicable Issuing Bank (with a copy to the Administrative Agent) at least two Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed or extended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for issuance, amendment, renewal or extension (which shall must be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and accompanied by such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by Borrower to, or entered into by Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon on issuance, amendment, renewal or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that), after giving SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at $125,000,000 (as such timeamount may be decreased pursuant to Section 2.09(c)), (ii) the LC Exposure in respect aggregate amount of all Letters of the Credit issued by any Issuing Bank does Extensions at such time shall not exceed the Letter of Credit Commitment of such Issuing Bank at such time, Available Commitments and (iii) the sum result of (A) the aggregate amount of the total Credit Exposures Extensions at such time minus (B) the amount on deposit in the Designated LC Collateral Account at such time (provided that the amount in this clause (B) shall not exceed the Aggregate CommitmentsCash Collateral Cap at such time) shall not exceed the lesser of (x) the Available Commitments and (y) the Borrowing Base. No Issuing Bank shall be required to issue, amend, renew or extend any Letter of Credit beyond its Commitment. For the avoidance of doubt, clause (iii) of the immediately preceding sentence shall apply regardless of whether any Letters of Credit constitute Collateralized Letters of Credit or whether any cash collateral is then on deposit in the Designated LC Collateral Account. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Lenders, in writing, of such Letter of Credit or amendment, and if so requested by a Lender, the Administrative Agent will provide such Lender with copies of such Letter of Credit or amendment. Notwithstanding the forgoing, after giving effect to Section 2.23(a), no Issuing Bank shall be required to issue Letters of Credit if a Defaulting Lender exists at such time, unless such Lender has, or Borrower has, entered into arrangements satisfactory to the Administrative Agent and such Issuing Bank (including the delivery of cash collateral) to eliminate any Fronting Exposure associated with such Lender.
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Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or Credit, the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a applicable Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, amendmentin the case of any issuance to be made on the Closing Date, renewal (unless automatically renewed by its terms) or extensionone Business Day prior to the Closing Date), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit B-2 attached hereto (the “Letter of Credit Request”). To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the applicable Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and must be accompanied by such other information as shall be necessary reasonably requested by the applicable Issuing Bank to prepareissue, amend, extend or renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by any Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by any Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended, extended or renewed or extended if and only if (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal extension, or extension renewal, (i) in the case of a US Letter of Credit, the US LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all US Letter of Credit Commitments at such timeSublimit, (ii) in the case of a European Letter of Credit, the European LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the European Letter of Credit Commitment of such Issuing Bank at such time, Sublimit and (iii) the sum of (x) the total Credit Exposures shall aggregate outstanding principal amount of all Revolving Loans plus (y) the aggregate amount of all LC Obligations would not exceed the Aggregate CommitmentsCommitment. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
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Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communicationcommunication (e-mail), if arrangements for doing so have been approved by the applicable designated Issuing Bank) to the applicable designated Issuing Bank and the Administrative Agent three not less than five Business Days (or such shorter period lesser number as may be otherwise acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice (a “Letter of Credit Request”) requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day)extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05(f)), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank that has been requested to issue such Issuing BankLetter of Credit, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form (an “Application”), appropriately completed and signed by a Responsible Officer of the Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that)if, after giving effect to such issuance, amendment, renewal or extension extension, (i) at any time prior to the Revolving Credit Maturity Date (A) the sum of the total Revolving Credit Exposures at any time shall not exceed the Total Revolving Credit Commitment, (B) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iiiC) the sum of the total Credit Exposures LC Exposure shall not exceed the Aggregate CommitmentsLC Sublimit, and (ii) at any time on and after the Revolving Credit Maturity Date, no Revolving Credit Lender shall have any Revolving Credit Exposure or LC Exposure. Upon the issuance, amendment, renewal or extension of each Letter of Credit, the Issuing Bank that has issued such Letter of Credit will notify the Administrative Agent, who, in turn, will notify the Revolving Credit Lenders, of the amount and type of such Letter of Credit that is issued, amended, renewed or extended pursuant to this Agreement.
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Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable such Issuing Bank) to the applicable an Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, but in any event no less than three Business Days (or such short period as acceptable to such Issuing Bank)) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form appropriately completed and signed by a Financial Officer of the Borrower including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time$100,000,000, (ii) the LC Exposure in respect aggregate undrawn amount of all outstanding Letters of Credit issued by of any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such timetime plus the aggregate amount of all LC Disbursements with respect to any such Letters of Credit that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed such Issuing Bank’s Letter of Credit Sublimit, and (iii) no Lender’s Revolving Credit Exposure shall exceed its Commitment and (iv) the sum aggregate Revolving Credit Exposure of the total Credit Exposures all Lenders shall not exceed the Aggregate Commitmentsaggregate Commitments of all Lenders.
Appears in 1 contract
Samples: Guaranty Agreement (Macquarie Infrastructure Co LLC)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable such Issuing Bank) to the applicable an Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, but in any event no less than three Business Days (or such short period as acceptable to such Issuing Bank)) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form appropriately completed and signed by a Financial Officer of the Borrower including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time$200,000,000, (ii) the LC Exposure in respect aggregate undrawn amount of all outstanding Letters of Credit issued by of any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such timetime plus the aggregate amount of all LC Disbursements with respect to any such Letters of Credit that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed such Issuing Bank’s Letter of Credit Sublimit; provided that any Issuing Bank may agree in its sole discretion and in writing to issue, amend, renew or extend a Letter of Credit in excess of its Letter of Credit Sublimit; provided, further that, for the avoidance of doubt, any such agreement shall not be deemed to increase such Issuing Bank’s Letter of Credit Sublimit and shall be made on a case-by-case basis without any consideration of previous agreements pursuant to the first proviso to this clause (ii) with respect to the applicable Letter of Credit (in the case of an amendment, renewal or extension) or otherwise, (iii) no Lender’s Revolving Credit Exposure shall exceed its Commitment and (iv) the sum aggregate Revolving Credit Exposure of the total Credit Exposures all Lenders shall not exceed the Aggregate Commitmentsaggregate Commitments of all Lenders.
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Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, but in any event no less than three Business Days or such shorter notice, if any, is acceptable to the Issuing Bank) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying which of the Borrower shall be the account party with respect thereto, the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the Issuing Bank, such the Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time$25,000,000, (ii) the LC no Lender’s Revolving Credit Exposure in respect of all Letters of Credit issued by any Issuing Bank does not shall exceed the Letter of Credit Commitment of such Issuing Bank at such timeits Revolving Commitment, and (iii) the sum of the total Total Revolving Credit Exposures shall not exceed the Aggregate Commitmentstotal Revolving Commitments and (iv) the aggregate LC Exposure associated with the Letters of Credit issued by the applicable Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Fronting Sublimit (as set forth on Schedule 2.01) without the consent of such Issuing Bank. The Borrower may, at any time and from time to time, reduce the Letter of Credit Fronting Sublimit of any Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Fronting Sublimit of any Issuing Bank if, after giving effect to such reduction, the conditions set forth in clauses (i) through (iv) above shall not be satisfied.
Appears in 1 contract
Samples: Credit Agreement (Deluxe Corp)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Aggregate Outstanding Credit Exposures shall Exposure does not exceed the Aggregate Commitments.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower Agent shall hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Agent, at least two (2) Business Days (or such shorter period as may be acceptable to such Issuing Bank) Days, in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue in the form of Exhibit E attached hereto (each a “Letter of Credit Request”). To request an amendment, extension or renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, the Borrower Agent shall submit such a request on its letterhead, addressed to the applicable Issuing Bank (with a copy to the Agent) at least two (2) Business Days, in advance of the requested date of amendment, extension or renewal, identifying the Letter of Credit to be amended, renewed or extended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for issuance, amendment, renewal or extension (which shall must be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and accompanied by such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower Agent also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower Agent to, or entered into by the Borrower Agent or any Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon on issuance, amendment, renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time, $50,000,000 and (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Revolving Exposures shall not exceed the Aggregate Commitmentslesser of the total Revolving Commitments and the Borrowing Base. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower Agent and the Agent a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Agent shall notify the Revolving Lenders, in writing, of such Letter of Credit or amendment, and if so requested by a Revolving Lender the Agent will provide such Revolving Lender with copies of such Letter of Credit or amendment. With respect to commercial Letters of Credit, each Issuing Bank shall, on the first Business Day of each week, submit to the Agent, by facsimile, a report detailing the daily aggregate total of commercial Letters of Credit for the previous calendar week.
Appears in 1 contract
Samples: Credit Agreement (American Tire Distributors Holdings, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax facsimile (or transmit by a “pdf” or other electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Agent, at least two Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue substantially in the form of Exhibit E attached hereto (each a “Letter of Credit Request”). To request an amendment, extension or renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, Borrower shall submit such a request on its letterhead, addressed to the applicable Issuing Bank (with a copy to the Administrative Agent) at least two Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed or extended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for issuance, amendment, renewal or extension (which shall must be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and accompanied by such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by Borrower to, or entered into by Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon on issuance, amendment, renewal or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $175,000,000 (as such amount may be decreased pursuant to Section 2.09(c)) and (ii) the aggregate amount of the Credit Extensions shall not exceed the lesser of (1) the Available Commitments and (2) the Borrowing Base. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Lenders, in respect writing, of all such Letter of Credit or amendment, and if so requested by a Lender, the Administrative Agent will provide such Lender with copies of such Letter of Credit or amendment. Notwithstanding the forgoing, after giving effect to Section 2.23(a), no Issuing Bank shall be required to issue Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments if a Defaulting Lender exists at such time, (ii) unless such Lender has, or Borrower has, entered into arrangements satisfactory to the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of Administrative Agent and such Issuing Bank at (including the delivery of cash collateral) to eliminate any Fronting Exposure associated with such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate CommitmentsLender.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding any Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal issuance (unless automatically renewed by its terms) or extensionsuch shorter period as is acceptable to the applicable Issuing Bank), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit K. To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day) and other details of the amendment, extension or renewal; provided, that, any request for extension or renewal shall not exceed twelve (12) months and in no event shall extend beyond the dates set forth in Section 2.05(c), . If requested by the date on which such Letter of Credit is to expire (which shall comply applicable Issuing Bank in connection with paragraph (c) of this Section), the amount of such any request for any Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement)), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). No Letter of Credit may be issued, amended, extended or renewed or extended if and only if unless (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal or extension (i) the LC Exposure in respect does not exceed the Letter of Credit Sublimit, (ii) the aggregate Stated Amount of all Letters of Credit issued by an Issuing Bank does not exceed such Issuing Bank’s LC Commitment and (iii) (A) the Issuing Banks aggregate amount of the Initial Revolving Credit Exposure shall not exceed the aggregate amount of the Initial Revolving Credit Commitments then in effect, (B) the aggregate amount of the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of all the Additional Revolving Credit Commitments of such Class then in effect and (C) if such Letter of Credit has a term extending beyond any Maturity Date applicable to the Revolving Credit Commitments at such timeof any Class, (ii) the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in respect effect that are scheduled to remain in effect after such Maturity Date. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower and the Administrative Agent (if so requested by the Administrative Agent) a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Revolving Lenders, in writing, of such Letter of Credit or amendment, and if so requested by a Revolving Lender, the Administrative Agent will provide such Revolving Lender with copies of such Letter of Credit or amendment. Not later than the third Business Day following the last day of each month (or at such other intervals as the Administrative Agent and the applicable Issuing Bank shall agree), each Issuing Bank shall provide to the Administrative Agent a schedule of all outstanding Letters of Credit issued by any such Issuing Bank does not exceed Bank, in form and substance reasonably satisfactory to the Administrative Agent, showing the date of issuance, the account party, the original face amount (if any), the expiration date and the reference number, in each case, of each such Letter of Credit Commitment of Credit, and showing the aggregate amount (if any) payable by the Borrower to such Issuing Bank at during such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitments.month. LEGAL_US_E # 159035042.9
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower Agent shall hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three (3) Business Days (or such shorter period as may be acceptable to such Issuing Bank) Days, in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue in the form of Exhibit E attached hereto (each a “Letter of Credit Request”). To request an amendment, extension or renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, the Borrower Agent shall submit such a request on its letterhead, addressed to the applicable Issuing Bank (with a copy to the Agent) at least three (3) Business Days, in advance of the requested date of amendment, extension or renewal, identifying the Letter of Credit to be amended, renewed or extended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for issuance, amendment, renewal or extension (which shall must be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and accompanied by such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower Agent also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower Agent to, or entered into by the Borrower Agent or any Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon on issuance, amendment, renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time, $150,000,000 and (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Revolving Exposures shall not exceed the Aggregate Commitmentslesser of the total Revolving Commitments and the Borrowing Base. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower Agent and the Agent a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Agent shall notify the Revolving Lenders, in writing, of such Letter of Credit or amendment, and if so requested by a Revolving Lender the Agent will provide such Revolving Lender with copies of such Letter of Credit or amendment. With respect to commercial Letters of Credit, each Issuing Bank shall, on the first Business Day of each week, submit to the Agent, by facsimile, a report detailing the daily aggregate total of commercial Letters of Credit for the previous calendar week.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of any Letter of Credit, the Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three (3) Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank or, in the case of any issuance to be made on the Original Closing Date, one Business Day prior to the Original Closing Date), a written Letter of Credit (or the Request. To request an amendment, extension or renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of CreditCredit (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)), a the Borrower shall hand deliver or fax submit a written Letter of Credit Request (or transmit which may be transmitted by electronic communication, including an Approved Borrower Portal, if arrangements for doing so have been approved by the applicable respective Issuing Bank) to the applicable Issuing Bank and (with a copy to the Administrative Agent Agent) at least three (3) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, extension or renewal (unless automatically renewed or such shorter period as is acceptable to the applicable Issuing Bank). If requested by its terms) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply applicable Issuing Bank in connection with paragraph (c) of this Section), the amount of such any request for any Letter of Credit, the name and address of the beneficiary thereof and such other information as Borrower shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any form in connection with of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representation or warranty, covenant or event of default that is in direct conflict with this Agreement, and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement. No Letter of Credit may be issued, amended, extended or renewed or extended if and only if unless (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such Credit, the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such timeSublimit, (ii) the portion of the LC Exposure in respect of all attributable to Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit LC Commitment of such Issuing Bank at (unless otherwise agreed by such time, Issuing Bank) and (iii) (A) the sum Revolving Credit Exposure of any Lender does not exceed such Lxxxxx’s Revolving Credit Commitment, (B) the aggregate amount of the total Revolving Credit Exposures shall Exposure does not exceed the Aggregate Commitmentsaggregate amount of the Revolving Credit Commitments then in effect and (C) if such Letter of Credit has a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date.
Appears in 1 contract
Samples: First Lien Credit Agreement (Waystar Holding Corp.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower Representative shall hand deliver or fax email as a PDF document (or transmit by electronic communicationthrough Electronic System, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of CreditCredit and whether such Letter of Credit is to be denominated in dollars or Canadian dollars or another Alternative Currency, the name and address of the beneficiary thereof thereof, and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by In addition, as a condition to any such Issuing BankLetter of Credit issuance, such the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the Dollar Equivalent of the aggregate LC Exposure shall not exceed $15,000,000, (ii) no Revolving Lender’s Revolving Exposure (or the Dollar Equivalent thereof) shall exceed its Commitment and (iii) the Dollar Equivalent of the Aggregate Revolving Exposure shall not exceed the aggregate Commitments. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower Representative may from time to time request that an Issuing Banks does not exceed Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the aggregate time of all such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit so issued by any an Issuing Bank does not exceed the in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit Commitment for all purposes of such the Credit Agreement, and shall not affect the Issuing Bank at such timeSublimit of any other Issuing Bank, and subject to the limitations on the aggregate LC Exposure set forth in clause (iiii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitments.this Section 2.06(b). (c)
Appears in 1 contract
Samples: Execution Version Credit Agreement (Lawson Products Inc/New/De/)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower the Company shall hand deliver or fax telecopy (or transmit by electronic communicationcommunication (e-mail), if arrangements for doing so have been approved by the applicable designated Issuing Bank) to the applicable designated Issuing Bank and the Administrative Agent three (not less than five Business Days (or such shorter period as may be unless otherwise acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice (a “Letter of Credit Request”) requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day)extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.06(d)), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank that has been requested to issue such Issuing BankLetter of Credit, such Borrower the Company also shall submit a letter of credit application on such Issuing Bank’s standard form (an “Application”) in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that)if, after giving effect to such issuance, amendment, renewal or extension (i) at any time prior to the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) Stated Maturity Date the sum of the total Credit Exposures at any time shall not exceed the Aggregate CommitmentsTotal Commitment, and (ii) at any time on and after the Stated Maturity Date (A) no Lender shall have any Credit Exposure other than its LC Exposure, and (B) the total Credit Exposure of all Lenders (consistent of their respective LC Exposures) shall not exceed 20% of the amount of the Total Commitment immediately prior to the Stated Maturity Date. Upon the issuance, amendment, renewal or extension of each Letter of Credit, the Issuing Bank that has issued such Letter of Credit will notify the Administrative Agent, who, in turn, will notify the Lenders, of the amount and type of such Letter of Credit that is issued, amended, renewed or extended pursuant to this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Kinder Morgan Energy Partners L P)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or Credit, the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a applicable North American Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three (3) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, amendmentin the case of any issuance to be made on the Second Amendment Effective Date, renewal one (unless automatically renewed by its terms1) or extensionBusiness Day prior to the Second Amendment Effective Date), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit B-2 attached hereto (the “Letter of Credit Request”). To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the applicable North American Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three (3) Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and must be accompanied by such other information as shall be necessary reasonably requested by the applicable Issuing Bank to prepareissue, amend, extend or renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the applicable North American Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any North American Borrower to, or entered into by any North American Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by any Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended, extended or renewed or extended if and only if (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the applicable North American Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal extension, or extension renewal, (i) in the case of any Letter of Credit, the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment Sublimit, (ii) in the case of such Issuing Bank at such timea Canadian Letter of Credit, and the Canadian LC Exposure does not exceed the Canadian Letter of Credit Sublimit, (iii) the sum of the total Total Revolving Credit Exposures shall Exposure does not exceed the Aggregate Commitments.Commitment, (iv) the aggregate Initial Revolving Credit Exposure does not exceed the North American Line Cap and (v) the aggregate Initial Revolving Credit Exposure attributable to Credit Extensions made to the Canadian Borrower and Spanish Borrower would not collectively exceed the Canadian/Spanish Borrower Sublimit. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the applicable North American Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. #94513555v35
Appears in 1 contract
