Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit, the Lead Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a 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 Lead 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 Lead Borrower to, or entered into by the Lead 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 the Lead 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 Dollar Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
Appears in 4 contracts
Samples: Credit Agreement (SB/RH Holdings, LLC), Credit Agreement (SB/RH Holdings, LLC), Credit Agreement (SB/RH Holdings, LLC)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or telecopy (or transmit by electronic communication (e-mail), if arrangements for doing so have been approved by the designated Issuing Bank) to the applicable designated Issuing Bank and the Administrative Agent, at least three Agent not less than five Business Days (or such lesser number as may be otherwise acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal or extension) a notice (a “Letter of Credit Request”) requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension renewal or renewal of any extension, the date on which such Letter of Credit must be accompanied by is to expire (which shall comply with Section 2.05(f)), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing BankBank that has been requested to issue such Letter of Credit, the Lead 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. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that)if, after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) at any time prior to the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, Stated Maturity Date (iiA) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would total Credit Exposures at any time shall not exceed the Total Dollar Revolving Credit Commitment and Commitment, (iiiB) the sum LC Exposure in respect of (x) the aggregate outstanding principal amount Committed Letters of all Dollar Revolving Loans of Credit issued by any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would Issuing Bank shall not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency the Letter of Credit may be issuedCommitment of such Issuing Bank and (C) the total LC Exposure shall not exceed the LC Sublimit, amendedand (ii) at any time on and after the Stated Maturity Date, extended no Lender shall have any Credit Exposure or renewed only if (and on LC Exposure. Upon the issuance, amendment, renewal or extension or renewal of each Letter of Credit Credit, the Lead Borrower shall be deemed to represent and warrant that), after giving effect to Issuing Bank that has issued such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimitwill notify the Administrative Agent, (ii) who, in turn, will notify the sum of (x) the Dollar Equivalent Lenders, of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy type of such Letter of Credit that is issued, amended, renewed or amendment. Notwithstanding anything extended pursuant to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Datethis Agreement.
Appears in 4 contracts
Samples: First Amendment (Kinder Morgan, Inc.), Revolving Credit Agreement (Kinder Morgan, Inc.), Revolving Credit Agreement (Kinder Morgan, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of CreditCredit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to clause (c) of this Section 2.05)), the Lead applicable Borrower shall deliver provide written notice (including by email) to the applicable Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance issuance, amendment, renewal or extension, in any event, at least three (3) Business Days prior to such requested date or such shorter period later time as is acceptable to the applicable relevant Issuing Bank), Bank and the Administrative Agent may agree) a request to issue notice requesting the issuance of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with clause (c) of this Section 2.05), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 CreditCredit (but any default or breach under such application and not hereunder shall not give rise to a Default or Event of Default hereunder). 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar LC Exposure does shall not exceed $20,000,000 (the Dollar “Letter of Credit Sublimit, Facility Amount”) and (ii) the sum of total Revolving Exposures shall not exceed the total Revolving Commitments; provided, that no Issuing Bank shall have any obligation to (x) the aggregate outstanding principal amount issue trade or commercial Letters of all Dollar Revolving Loans made under the Dollar Revolving Facility plus Credit without its consent or (y) the aggregate issue Letters of Credit in an amount in excess of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving its Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit Facility Amount (it being understood and agreed that any Issuing Bank may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter issue Letters of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy in excess of such Letter amount in its sole discretion upon request of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Datea Borrower).
Appears in 3 contracts
Samples: Master Amendment (Krispy Kreme, Inc.), Credit Agreement (Krispy Kreme, Inc.), Credit Agreement (Krispy Kreme, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed Applicable Borrower, the 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section 2.06), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit$50,000,000, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar total Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Credit Exposures shall not exceed the Total Dollar total Revolving Credit Commitment and Commitments or (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar total Revolving Credit CommitmentsExposures as to which the Subsidiary Borrower is the Applicable Borrower exceeding $225,000,000. A Multicurrency On the Effective Date each Existing Letter of Credit may be issuedshall, amendedwithout any further action by any party, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of any Letter of Credit or any amendment to have been issued as a Letter of Credit to an advising bank with respect thereto or to hereunder on the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy date of such effectiveness and shall for all purposes hereof be treated as a Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Dateunder this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Tupperware Brands Corp), Credit Agreement (Tupperware Brands Corp), Credit Agreement (Tupperware Brands Corp)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of CreditCredit or the amendment, renewal or extension of an outstanding Letter of Credit (other than any automatic renewal permitted pursuant to paragraph (c) of this Section), the Lead Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by such Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed requested 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section), the currency and amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be requested by the applicable Issuing Bank as necessary to issueenable the such Issuing Bank to prepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each any Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar LC Exposure does shall not exceed the Dollar Letter of Credit LC Sublimit, (ii) the sum Revolving Exposure of (x) the aggregate outstanding principal amount of all Dollar each Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Lender shall not exceed the Total Dollar such Revolving Credit Commitment and Lender’s Revolving Commitment, (iii) the sum Aggregate Revolving Exposure shall not exceed the Aggregate Revolving Commitment and (iv) following the effectiveness of (x) any Maturity Date Extension Request with respect to the Revolving Commitments, the LC Exposure in respect of all Letters of Credit having an expiration date after the second Business Day prior to the applicable Existing Maturity Date shall not exceed the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage Commitments of the Dollar LC Obligations of Consenting Lenders extended pursuant to Section 2.22. Each Issuing Bank agrees that it shall not permit any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 occur unless it shall given to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms written notice thereof as in effect on the Closing Daterequired under paragraph (l) of this Section.
Appears in 3 contracts
Samples: Credit Agreement (Vectrus, Inc.), Credit Agreement (Vectrus, Inc.), Credit Agreement (Vectrus, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or 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, at least Agent (three Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed Approved Currency, the 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, whether the Letter of Credit is to be accompanied by issued for its own account or for the account of a Subsidiary (provided that the Borrower shall be a co-applicant, and therefore jointly and severally liable, with respect to each Letter of Credit issued for the account of a Subsidiary), the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead Borrower also shall submit a letter of credit application on such Issuing Bank’s '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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Revolving L/C Exposure does shall not exceed the Dollar Letter of Credit Sublimittotal L/C Commitment, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar total Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Credit Exposure shall not exceed the Total Dollar total Revolving Credit Commitment Facility Commitments and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower Alternate Currency L/C Exposure shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Alternate Currency L/C Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
Appears in 3 contracts
Samples: Credit Agreement (Nuance Communications, Inc.), Credit Agreement (Nuance Communications, Inc.), Credit Agreement (Nuance Communications, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a an LC Facility Letter of Credit (or the amendment, renewal or extension of an outstanding LC Facility Letter of Credit), the Lead Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable LC Facility Issuing Bank) to the applicable LC Facility Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) an LC Facility Letter of Credit Request requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue a of an LC Facility 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 Lead 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 outstanding LC Facility Letter of Credit to be amended, extended renewed or renewedextended, and specifying (A) the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day), (B) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any date on which such LC Facility Letter of Credit must be accompanied by is to expire (which shall comply with subsection 2.6(c)), (C) the amount of such LC Facility Letter of Credit, (D) the name and address of the beneficiary thereof and (E) such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, renew or extend or renew such LC Facility Letter of Credit. If requested by the applicable Issuing Bank, the Lead Borrower also shall submit a letter Upon receipt of credit application on such Issuing Bank’s standard form in connection with any request for a LC Facility 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 Lead Borrower to, or entered into by the Lead Borrower withCredit Request, the applicable LC Facility Issuing Bank shall (i) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such LC Facility Letter of Credit Request from the Borrower and, if not so received, such LC Facility Issuing Bank shall provide the Administrative Agent with a copy thereof and (ii) process such LC Facility Letter of Credit Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the LC Facility Letter of Credit requested thereby (but in no event shall any LC Facility Issuing Bank be required to issue any LC Facility Letter of Credit earlier than three Business Days after its receipt of the LC Facility Letter of Credit Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such LC Facility Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such LC Facility Issuing Bank and the Borrower. Promptly after the issuance or amendment of any LC Facility 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 the Lead Borrower with the applicable LC Facility Issuing Bank relating shall notify the Borrower and the Administrative Agent, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent shall promptly notify the LC Facility Lenders, in writing, of such issuance or amendment, and if so requested by any LC Facility Lender the Administrative Agent shall provide to any such LC Facility Lender copies of such issuance or amendment. An LC Facility 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each LC Facility Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar LC Facility Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving LC Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing DateDeposit.
Appears in 3 contracts
Samples: Credit Agreement (Servicemaster Co), Credit Agreement (Servicemaster Co), Credit Agreement (Servicemaster Co)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of CreditCredit or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this Section), the Lead applicable Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the recipient) to the applicable Issuing Bank and the Administrative Agent, at least three Business Days reasonably in advance of the requested date of issuance (issuance, amendment, renewal or such shorter period as is acceptable to the applicable Issuing Bank)extension, a request to issue notice requesting the issuance of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed requested 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the currency of such Letter of Credit (which shall be accompanied by an LC Currency), the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueenable the applicable Issuing Bank to prepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 Creditsuch request. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon each issuance, amendment, renewal or extension or renewal of each any Letter of Credit the Lead applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar LC Exposure does attributable to Letters of Credit issued by any Issuing Bank will not exceed the Dollar Letter LC Commitment of Credit Sublimitsuch Issuing Bank, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Exposure will not exceed the Total Dollar Revolving Credit Commitment US$50,000,000 and (iii) the sum Revolving Exposure of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving each Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would will not exceed such Dollar its Revolving Lender’s Dollar Revolving Credit CommitmentsCommitment. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 occur unless it shall have given to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy written notice thereof required under paragraph (k) of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Datethis Section.
Appears in 3 contracts
Samples: Credit Agreement (Trimble Inc.), Credit Agreement (Trimble Inc.), Credit Agreement (Trimble Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section 2.05) or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or 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, Agent (at least three (3) Business Days in advance of the requested date of issuance (issuance, amendment or extension or such shorter period as is acceptable to the applicable Administrative Agent and the Issuing Bank), Bank in their sole discretion may agree) a request to issue notice substantially in the form of Exhibit B-2 requesting the issuance of 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 Lead 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, extended amended or renewedextended, and specifying the proposed date of issuance, amendment or extension (which shall be a Business Day) and other details of ), the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section 2.05), the amount of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, amend or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form and related documents in connection with any request for a Letter of Credit. In the event of Credit and in connection with 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 Lead Borrower to, or entered into by the Lead Borrower with, the applicable Issuing Bank relating to any request for a Letter of CreditCredit to be amended, the terms and conditions of this Agreement shall controlrenewed, modified or extended. No Letter of Credit, letter of credit application or other document entered into by the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, amended or extended or renewed only if (and on the upon issuance, amendment, amendment or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, amendment or extension, or renewal, (i) the Dollar LC Revolving Credit Exposure does shall not exceed the Dollar Revolving Commitments, (ii) unless the applicable Issuing Bank otherwise agrees, the stated amount of all outstanding Letters of Credit issued by such Issuing Bank shall not exceed the Letter of Credit Individual Sublimit of such Issuing Bank then in effect, (iii) unless the applicable Issuing Bank otherwise agrees, with respect to such Issuing Bank, the sum of the aggregate face amount of outstanding Letters of Credit issued by such Issuing Bank, when aggregated with the outstanding Revolving Loans and Swingline Loans funded by such Issuing Bank, shall not exceed its Revolving Commitment and (iv) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
Appears in 3 contracts
Samples: Credit Agreement (Enhabit, Inc.), Credit Agreement (Enhabit, Inc.), Credit Agreement (Encompass Health Corp)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead applicable Borrower shall hand deliver or 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, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the account party or account parties with respect to such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 the Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Credit, such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Aggregate Revolving Credit Exposure does will not exceed the Dollar Letter of Credit SublimitAggregate Commitment, (ii) the sum Committed Credit Exposure of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would any Lender will not exceed the Total Dollar Revolving Credit Commitment and its Commitment, (iii) the sum Borrower Credit Exposure of any Borrower will not exceed the Borrower Sublimit of such Borrower and (xiv) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage portion of the Dollar LC Obligations Exposure attributable to Letters of any Dollar Revolving Lender under Credit issued by the Dollar Revolving Facility would applicable Issuing Bank will not exceed the LC Commitment of such Dollar Revolving Lender’s Dollar Revolving Credit CommitmentsIssuing Bank. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (If the Required Lenders notify the Issuing Banks that a Default exists and on instruct the Issuing Banks to suspend the issuance, amendment, renewal or extension of Letters of Credit, no Issuing Bank shall issue, amend, renew or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of extend any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to without the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals consent of the Existing Letters of Credit, which Required Lenders until such notice is withdrawn by the Required Lenders (and each Lender that shall expire in accordance with the terms thereof have delivered such notice agrees promptly to withdraw it at such time as in effect on the Closing Dateno Default exists).
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Central Illinois Public Service Co), Credit Agreement
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or 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, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead Borrower also shall submit a letter of credit application on such Issuing Bank’s '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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar Combined LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit, $75,000,000 and (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Aggregate Outstanding Credit Exposure shall not exceed the Total Dollar Revolving Credit Commitment Aggregate Commitment. If the Required Lenders notify the Issuing Banks that a Default exists and (iii) instruct the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on Issuing Banks to suspend the issuance, amendment, renewal or extension of Letters of Credit, no Issuing Bank shall issue, amend, renew or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of extend any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to without the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals consent of the Existing Letters of Credit, which Required Lenders until such notice is withdrawn by the Required Lenders (and each Lender that shall expire in accordance with the terms thereof have delivered such notice agrees promptly to withdraw it at such time as in effect on the Closing Dateno Default exists).
Appears in 2 contracts
Samples: Five Year Revolving Credit Agreement (Union Electric Co), Revolving Credit Agreement (Union Electric Co)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of CreditCredit or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic annual renewal of such Letter of Credit in accordance with its terms), the Lead applicable Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the recipient) to the applicable Issuing Bank and the Administrative Agent, at least three Business Days reasonably in advance of the requested date of issuance (issuance, amendment, renewal or such shorter period as is acceptable to the applicable Issuing Bank)extension, a request to issue notice requesting the issuance of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed requested 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the currency of such Letter of Credit (which shall be accompanied by an LC Currency), the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueenable the applicable Issuing Bank to prepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead applicable Borrower also shall submit a letter of credit or bank guaranty application on such Issuing Bank’s standard form in connection with any request for a Letter of Creditsuch request. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon each issuance, amendment, renewal or extension or renewal of each any Letter of Credit the Lead applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar LC Exposure does attributable to Letters of Credit issued by any Issuing Bank will not exceed the Dollar Letter LC Commitment of Credit Sublimitsuch Issuing Bank, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Exposure will not exceed the Total Dollar Revolving Credit Commitment US$500,000,000 and (iii) the sum Revolving Exposure of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar each Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would will not exceed such Dollar its Revolving Lender’s Dollar Revolving Credit CommitmentsCommitment. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 occur unless it shall have given to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy written notice thereof required under paragraph (k) of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Datethis Section.
Appears in 2 contracts
Samples: Credit Agreement (Westinghouse Air Brake Technologies Corp), Credit Agreement (Westinghouse Air Brake Technologies Corp)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower shall deliver by hand or facsimile (or transmit by other electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, at least three Business Days (reasonably in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank)issuance, a 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, renewal or extension or renewal of an outstanding Letter of Credit, (other and no later than any automatic extension of 12:00 noon New York time one Business Day prior to such date) a Letter of Credit permitted under Section 2.05(c)) the Lead Borrower shall submit such a request to the applicable Issuing Bank notice (with a copy to the Administrative Agent) at least three Business Days in advance of Agent if not the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank)) requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (d) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit, as the case may be. If requested by the applicable Issuing Bank, the Lead Borrower also shall submit a letter Letter of credit application Credit Application on such the 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed on the requested date only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Exposure does shall not exceed the Dollar Letter of Credit L/C Sublimit, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar total Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Credit Exposures shall not exceed the Total Dollar Revolving Credit Commitment sum of the total Commitments, and (iii) the sum requirements of paragraph (xc) the aggregate outstanding principal amount of all Dollar Revolving Loans of this Section shall be satisfied. The Issuing Bank shall not be under any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of obligation to issue any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on i) any Lender is at that time a Defaulting Lender, unless the issuanceIssuing Bank has entered into arrangements, amendmentincluding the delivery of Cash Collateral, extension satisfactory to the Issuing Bank (in its reasonable discretion) with the Borrower or renewal of each Letter of Credit such Lender to eliminate the Lead Borrower shall be deemed to represent and warrant that), Issuing Bank’s actual or potential Fronting Exposure (after giving effect to such issuance, amendment, extension, or renewal, (iSection 2.20(a)(iv)) with respect to the Multicurrency LC Exposure does not exceed Defaulting Lender arising from either the Multicurrency Letter of Credit Sublimitthen proposed to be issued or that Letter of Credit and all other LC Exposure as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its reasonable discretion, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans any order, judgment or decree of any Multicurrency Revolving Lender made under Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Multicurrency Revolving Facility plus Issuing Bank from issuing the Letter of Credit, or any Law applicable to the Issuing Bank or any request or directive (ywhether or not having the force of law) from any Governmental Authority with jurisdiction over the Multicurrency Revolving Applicable Percentage Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of any Letter of Credit in particular or any amendment shall impose upon the Issuing Bank with respect to a the Letter of Credit to an advising bank with respect thereto any restriction, reserve or to capital requirement (for which the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good xxxxx xxxxx material to it, or (iii) it shall notify the Borrower that the issuance of the Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally.
Appears in 2 contracts
Samples: Credit Agreement (Time Warner Cable Inc.), Credit Agreement (Time Warner Cable Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead a Borrower shall hand deliver or 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, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable an Issuing Bank, the Lead a 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead relevant Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewalsubject to Section 2.21, (i) the Dollar Amount of the LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit$50,000,000, (ii) with respect to any Issuing Bank, the sum of (x) the aggregate outstanding principal amount undrawn Dollar Amount of all Dollar Revolving Loans made under the Dollar Revolving Facility outstanding Letters of Credit issued by such Issuing Bank at such time plus (y) the aggregate amount Dollar Amount of all Dollar LC Obligations under Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Dollar Revolving Facility would Borrowers at such time shall not exceed the Total Letter of Credit Commitment of such Issuing Bank, (iii) no Lender’s Dollar Amount of Revolving Credit Commitment and Exposure shall exceed its Commitment, (iiiiv) the sum of (x) the Dollar Amount of the total Revolving Credit Exposures plus the aggregate outstanding principal amount of all Dollar Revolving outstanding Competitive Loans of any Dollar Revolving Lender made under shall not exceed the Dollar Revolving Facility plus total Commitments and (yv) the Dollar Revolving Applicable Percentage sum of the Dollar LC Obligations Amount of any Dollar the total Revolving Lender under Credit Exposures with respect to Revolving Loans and Letters of Credit to the Dollar Revolving Facility would Subsidiary Borrowers plus the aggregate principal amount of outstanding Competitive Loans to the Subsidiary Borrowers shall not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments$75,000,000. A Multicurrency The Company may, at any time and from time to time, reduce or increase the Letter of Credit may be issued, amended, extended or renewed only if (and on Commitment of any Issuing Bank as provided in the issuance, amendment, extension or renewal definition of each Letter of Credit Commitment; provided that the Lead Borrower Company shall not reduce or increase the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction or increase, the conditions set forth in clauses (i) through (v) above shall not be satisfied. Unless otherwise specified herein, the amount of a Letter of Credit at anytime shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) be the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal stated amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit in effect at such time; provided that, with respect to any Letter of Credit that, by its terms or amendment. Notwithstanding anything to the contrary contained hereinterms of any letter of credit agreement related thereto, there provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be no extensions deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as not such maximum stated amount is in effect on the Closing Dateat such times.
Appears in 2 contracts
Samples: Credit Agreement (Hubbell Inc), Credit Agreement (Hubbell Inc)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, Agent (at least three two (2) Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice substantially in the form of Exhibit D hereto (the “Notice of LC Request”) requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed requested date of issuance of such Letter of Credit (which shall be a Business Day) and other details and, as applicable, specifying the date of the amendment, renewal or extension or renewal. Requests for (which shall be a Business Day), the issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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. In ; provided that, unless otherwise agreed by the event of Borrower and the Issuing Bank, if any inconsistency between term in such standard form conflicts with 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 Lead Borrower toAgreement, or entered into by the Lead Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall controlgovern. No Such Issuing Bank will issue, amend, renew or extend the requested Letter of Credit, letter Credit for the account of credit application or other document entered into the Borrower in such Issuing Bank’s then current standard form with such revisions as shall be requested by the Lead Borrower with the applicable and approved by such Issuing Bank relating within two (2) Business Days of the date of the receipt of the Notice of LC Request and all related information required by such Issuing Bank to any permit it to comply (and to determine that it is in compliance) with applicable laws and its own internal policies. A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, (i) extension the Dollar LC Exposure does sum of the total Revolving Credit Exposures shall not exceed the Dollar Letter of Credit Sublimit, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit total Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Cloud Peak Energy Resources LLC), Credit Agreement (Cloud Peak Energy Resources LLC)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit, the Lead Revolver Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three Business Days in advance (or in the case of a Letter of Credit denominated in an Alternative Currency at least five Business Days in advance) of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing BankBank or, in the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a 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 Lead Revolver 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead Revolver 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 Lead Revolver Borrower to, or entered into by the Lead Revolver 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 the Lead Revolver 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 Dollar Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Revolver Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, Sublimit and (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under and Swingline Loans (calculated, in the case of Revolving Loans denominated in an Alternative Currency, based on the Dollar Revolving Facility Equivalent thereof), plus (y) the aggregate amount of all Dollar LC Obligations under Exposure (calculated, in the case of Letters of Credit denominated in an Alternative Currency, based on the Dollar Revolving Facility Equivalent thereof) would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit 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 Lead Revolver Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Indivior PLC), Credit Agreement (Indivior PLC)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit, the Lead applicable Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing BankBank or, in the case of any issuance to be made on the Closing Date, two Business Days prior to the Closing Date), a 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 a Letter of Credit, Credit (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) ), the Lead applicable Borrower shall submit such a request to the applicable Issuing Bank selected by such 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required reasonably requested by regulatory authorities under the applicable “know your customer” rules and regulations) Issuing Bank as shall be necessary to issue, amend, extend or renew such Letter of Credit. If requested by the applicable Issuing BankBank in connection with any request for any Letter of Credit, the Lead 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 Creditform. 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 Lead applicable Borrower to, or entered into by the Lead such 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 the Lead applicable Borrower with the applicable any Issuing Bank relating to any Letter of Credit shall contain any representations representation or warrantieswarranty, covenants covenant or events event of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and voidvoid (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). A Dollar No Letter of Credit may shall be required to be issued, amended, extended or renewed only if unless (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, extension or renewal, (i) the Dollar LC Revolving Credit Exposure does would not exceed the Dollar aggregate amount of the Revolving Credit Commitments. In addition, no Issuing Bank shall be required to issue, amend, extend or renew any Letter of Credit Sublimit, if the expiration date of such Letter of Credit extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class unless (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y1) the aggregate amount of all Dollar the LC Obligations under the Dollar Revolving Facility would Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the Total Dollar aggregate amount of the Revolving Credit Commitment Commitments then in effect that are scheduled to remain in effect after such Maturity Date, (2) all Revolving Lenders and such Issuing Bank shall have consented to such expiry date, (iii3) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed applicable Borrower shall have caused such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may to be backstopped by a “back to back” letter of credit reasonably satisfactory to such Issuing Bank or (4) the applicable 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 only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to beyond such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitmentsdate. 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 Lead applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to Upon receipt of such Letter of Credit or amendment, the contrary contained hereinAdministrative Agent shall notify the Revolving Lenders, there shall be no extensions in writing, of such Letter of Credit or renewals amendment, and if so requested by a Revolving Lender, the Administrative Agent will provide such Revolving Lender with copies of the Existing Letters such Letter of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing DateCredit or amendment.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Ranpak Holdings Corp.), First Lien Credit Agreement (Ranpak Holdings Corp.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a any Letter of Credit, the Lead Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing BankBank or, in the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a 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 heretoCredit 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 Lead Borrower shall submit such a request 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such Letter of Credit. If requested by the applicable Issuing BankBank in connection with any request for any Letter of Credit, the Lead 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 Creditform. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable any Issuing Bank relating to any Letter of Credit shall contain any representations representation or warrantieswarranty, covenants covenant or events event of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and voidvoid (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). A Dollar No Letter of Credit may be issued, amended, extended or renewed only if unless (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, renewal (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, Sublimit and (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (yA) the aggregate amount of all Dollar LC Obligations under the Dollar Initial Revolving Facility would Credit Exposure shall not exceed the Total Dollar aggregate amount of the Initial Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewalCommitments then in effect, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (yB) the aggregate amount of all Multicurrency LC Obligations would the Incremental Revolving Credit Exposure attributable to any Class of Incremental Revolving Credit Commitments does not exceed the Total Multicurrency aggregate amount of the Incremental Revolving Credit Commitment 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 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 of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of with respect to any Letter of Credit or to be issued by Barclays, 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters is a Standby Letter of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
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 CreditCredit by any Issuing Bank (or the amendment, renewal (other than an automatic renewal permitted pursuant to paragraph (c) of this Section) or extension of an outstanding Letter of Credit issued by any Issuing Bank), the Lead Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the recipient) to the applicable such Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueenable the applicable Issuing Bank to prepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form signed by the Borrower in connection with any request for a Letter of Creditsuch request. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed by the applicable Issuing Bank only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar LC Total Revolving Credit Exposure does shall not exceed the Dollar Letter of Credit SublimitAggregate Commitments, (ii) the sum Revolving Credit Exposure of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would any Lender shall not exceed the Total Dollar Revolving Credit Commitment and its Commitment, (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage portion of the Dollar Total LC Obligations Exposure attributable to Letters of Credit issued by such Issuing Bank will not, unless such Issuing Bank shall so agree in writing, exceed its LC Commitment and (iv) in the event the Maturity Date shall have been extended as provided in Section 2.21, the Total LC Exposure attributable to Letters of Credit expiring after any Dollar Revolving Lender under the Dollar Revolving Facility would Existing Maturity Date shall not exceed the Aggregate Commitments that shall have been extended to a date after the latest expiration date of such Dollar Revolving Lender’s Dollar Revolving Credit CommitmentsLetters of Credit. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 occur unless it shall have given to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy written notice thereof required under paragraph (l) of this Section. No Issuing Bank shall be under any obligation to issue, amend, renew or extend any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending, renewing or extending such Letter of Credit, or any law, rule or regulation applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or amendment. Notwithstanding anything shall impose upon such Issuing Bank with respect to the contrary contained hereinsuch Letter of Credit any restriction, there shall be no extensions reserve or renewals of the Existing Letters of Credit, capital requirement (for which shall expire in accordance with the terms thereof as such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good xxxxx xxxxx material to it;
(B) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $100,000; or
(C) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (x) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (y) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto.
Appears in 2 contracts
Samples: Credit Agreement (Marathon Petroleum Corp), Credit Agreement (MPLX Lp)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed Applicable Borrower, the 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section 2.06), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit$50,000,000, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar total Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Credit Exposures shall not exceed the Total Dollar total Revolving Credit Commitment and Commitments or (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar total Revolving Credit CommitmentsExposures as to which the Subsidiary Borrower is the Applicable Borrower exceeding $325,000,000. A Multicurrency On the Restatement Date each Existing Letter of Credit may be issuedshall, amendedwithout any further action by any party, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of any Letter of Credit or any amendment to have been issued as a Letter of Credit to an advising bank with respect thereto or to hereunder on the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy date of such effectiveness (without any breakage or transfer charges in connection therewith) and shall for all purposes hereof be treated as a Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Dateunder this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Tupperware Brands Corp), Credit Agreement (Tupperware Brands Corp)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three five Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a 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 a Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the Lead Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three five 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such Letter of Credit. If In the case of Letters of Credit requested to be issued by the Administrative Agent, in its capacity as an Issuing Bank, the Borrower shall also submit a letter of credit application in the form of Exhibit L hereto, and in the case of any other applicable Issuing Bank, if requested by such Issuing Bank, the Lead 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any Letter of Credit shall (x) contain any representations or warranties, covenants or events of default not set forth in this Agreement (for the avoidance of doubt, including the exhibits hereto) (and to the extent inconsistent herewith herewith, shall be rendered null and void), ) and (y) all representations and warranties, covenants and events of default set forth contained 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 such standards, qualifications, thresholds and exceptions set forth contained herein without action by any Personother party). A Dollar Unless otherwise agreed by the applicable Issuing Bank and the Borrower, each Letter of Credit may shall be governed by the laws of the State of New York. A Letter of Credit shall be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Dollar LC Exposure does shall, subject to Sections 2.08 and 2.21(i), not exceed the Dollar Letter of Credit Sublimit, (ii) the sum Aggregate Revolving Credit Exposure shall not exceed the Total Revolving Credit Commitment, (iii) the Revolving Credit Exposure of each Lender will not exceed such Lender’s Revolving Credit Commitment, and (xiv) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount Letters of all Dollar LC Obligations under the Dollar Revolving Facility would Credit issued by such Issuing Bank shall not exceed the Total Dollar Revolving applicable amount set forth for such Issuing Bank in the definition of Issuing Bank hereunder; provided, if the Borrower determines that, in connection with any actual or anticipated Letter of Credit, less than the full amount of the Letter of Credit Commitment Sublimit would be available to the Borrower as a result of the application of this subclause (iii), then the applicable amount set forth for such Issuing Bank in the definition of Issuing Bank shall be reallocated as elected by the Borrower in consultation with each Issuing Bank and with the consent of any such Issuing Bank which has its applicable share increased as a result of such reallocation (and the Borrower and the Issuing Banks agree to take such actions as among themselves to accommodate any such reallocation). For the avoidance of doubt, no Issuing Bank shall be obligated to issue a Letter of Credit in an Alternative Currency if such Issuing Bank does not otherwise issue letters of credit in such Alternative Currency. No Issuing Bank shall be under any obligation to issue any Letter of Credit if:
(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good xxxxx xxxxx material to it;
(ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank regarding completion of customary “know your customer” requirements on the beneficiary of such Letter of Credit and/or any Subsidiary of the Borrower that is a co-applicant for such Letter of Credit;
(iii) except as otherwise agreed by the sum Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than the Dollar Equivalent of $10,000;
(xiv) such Letter of Credit is to be denominated in a currency other than Dollars or any Alternative Currency;
(v) such Letter of Credit contains any provisions for automatic reinstatement of the aggregate outstanding principal stated amount of all Dollar Revolving Loans of after any Dollar drawing thereunder; and
(vi) any Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving is at such time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including reallocation of such Defaulting Lender’s Applicable Percentage of the Dollar outstanding LC Obligations Exposure pursuant to Section 2.20(d)(i) or the delivery of any Dollar Revolving Lender under cash collateral, satisfactory to such Issuing Bank (in its sole discretion) by the Dollar Revolving Facility would not exceed Borrower to eliminate such Dollar Revolving LenderIssuing Bank’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended actual or renewed only if potential fronting exposure (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to Section 2.20(d)(i)) with respect to such issuance, amendment, extension, or renewal, (i) Defaulting Lender arising from either the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimitthen proposed to be issued or such Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential fronting exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (iiA) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the sum beneficiary of (x) such Letter of Credit does not accept the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitmentsproposed amendment thereto. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
Appears in 2 contracts
Samples: Incremental Joinder to First Lien Credit Agreement (Post Holdings, Inc.), First Lien Credit Agreement (Post Holdings, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three Business Days) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit LC Sublimit, (ii) the sum of (x) the aggregate outstanding principal undrawn amount of all Dollar Revolving Loans made under the Dollar Revolving Facility outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amount of all Dollar LC Obligations under Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Dollar Revolving Facility would Borrower at such time shall not exceed the Total Dollar such Issuing Bank’s Letter of Credit Commitment, (iii) no Lender’s Revolving Credit Exposure shall exceed its Commitment and (iiiiv) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Aggregate Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing DateLoan Limit.
Appears in 2 contracts
Samples: Credit Agreement (ANTERO RESOURCES Corp), Credit Agreement (ANTERO RESOURCES Corp)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead applicable Borrower shall hand deliver or 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, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the account party or account parties with respect to such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 the Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Credit, such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Aggregate Revolving Credit Exposure does will not exceed the Dollar Letter of Credit SublimitAggregate Commitment, (ii) the sum Revolving Credit Exposure of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would any Lender will not exceed the Total Dollar Revolving Credit Commitment and its Commitment, (iii) the sum Borrower Credit Exposure of any Borrower will not exceed the Borrower Sublimit of such Borrower and (xiv) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage portion of the Dollar LC Obligations Exposure attributable to Letters of any Dollar Revolving Lender under Credit issued by the Dollar Revolving Facility would applicable Issuing Bank will not exceed the LC Commitment of such Dollar Revolving Lender’s Dollar Revolving Credit CommitmentsIssuing Bank. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (If the Required Lenders notify the Issuing Banks that a Default exists and on instruct the Issuing Banks to suspend the issuance, amendment, renewal or extension of Letters of Credit, no Issuing Bank shall issue, amend, renew or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of extend any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to without the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals consent of the Existing Letters of Credit, which Required Lenders until such notice is withdrawn by the Required Lenders (and each Lender that shall expire in accordance with the terms thereof have delivered such notice agrees promptly to withdraw it at such time as in effect on the Closing Dateno Default exists).
Appears in 2 contracts
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower Representative (or the applicable Borrower) shall hand deliver or 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 AgentAgent (prior to 9:00 a.m., New York City time, at least three Business Days in advance of prior to the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank)issuance, a 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 renewal or renewal of an outstanding Letter of Credit, (other than any automatic extension of extension) a Letter of Credit permitted under Section 2.05(c)) the Lead 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 amendmentRequest, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 the Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar aggregate LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit, LC Sublimit and (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar B LC Obligations under the Dollar Revolving Facility would Exposure shall not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments$25,000,000. A Multicurrency In addition, no Letter of Credit may shall be issued, amended, renewed or extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that)if, after giving effect to such issuance, amendment, renewal or extension, or renewal, :
(iA) the Multicurrency LC Facility A Credit Exposure does not of any Lender would exceed such Xxxxxx’s Facility A Commitment;
(B) the Facility B Credit Exposure of any Lender would exceed such Xxxxxx’s Facility B Commitment;
(C) the total Revolving Credit Exposure would exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum lesser of (x) the Dollar Equivalent aggregate amount of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus Commitments and (y) the Aggregate Borrowing Base;
(D) the total Facility A Credit Exposure would exceed the lesser of (x) the aggregate amount of all Multicurrency LC Obligations the Facility A Commitments and (y) the Aggregate Facility A Borrowing Base;
(E) the total Facility B Credit Exposure would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum lesser of (x) the Dollar Equivalent aggregate amount of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus B Commitments and (y) the Multicurrency Revolving Applicable Percentage Aggregate Borrowing Base minus the Facility A Credit Exposure;
(F) the aggregate LC Exposure in respect of the Multicurrency LC Obligations Letters of Credit issued by any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not Issuing Bank shall exceed such Multicurrency Revolving LenderIssuing Bank’s Multicurrency Revolving Issuing Bank Commitment; subject, in the case of each of clause (C), (D) and (E) above, to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04. Without affecting the limitations contained herein (other than clause (F) above), it is understood and agreed that the Borrower Representative may from time to time request that an Issuing Bank issue Letters of Credit Commitmentsin excess of its individual Issuing Bank Commitment in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Promptly after the delivery of any Any Letter of Credit or any amendment to so issued by an Issuing Bank in excess of its individual Issuing Bank Commitment then in effect shall be made at the sole discretion of such Issuing Bank and shall nonetheless constitute a Letter of Credit to an advising bank with respect thereto or to for all purposes of this Agreement, and shall not affect the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy Commitment of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Dateany other Issuing Bank.
Appears in 2 contracts
Samples: Credit Agreement (ODP Corp), Second Amendment (ODP Corp)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead a Borrower shall deliver to (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to an Issuing Bank and the Administrative Applicable Agent, at least three Business Days reasonably in advance of the requested date of issuance (issuance, amendment, renewal or such shorter period as is acceptable to the applicable Issuing Bank)extension, a request to issue notice requesting the issuance of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be reasonably necessary to issueenable the applicable Issuing Bank to prepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form (which form shall be reasonably acceptable to such Borrower) 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Exposure does shall not exceed the Dollar Letter of Credit SublimitUS$100,000,000, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) LC Exposure attributable to Letters of Credit issued by the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would applicable Issuing Bank will not exceed the Total Dollar Revolving Credit LC Commitment and of such Issuing Bank, (iii) the sum of the Revolving Credit Exposures and the Competitive Loan Exposure will not exceed the aggregate Commitments, (xiv) the aggregate outstanding principal amount Revolving Credit Exposure of all Dollar Revolving Loans each Lender will not exceed the Commitment of any Dollar Revolving such Lender made under and (v) in the Dollar Revolving Facility plus (y) event the Dollar Revolving Applicable Percentage Maturity Date shall have been extended as provided in Section 2.09, the sum of the Dollar LC Obligations Exposures attributable to Letters of Credit expiring after any Dollar Revolving Lender under Existing Maturity Date and the Dollar Revolving Facility would Competitive Loans maturing after such Existing Maturity Date shall not exceed the total Commitments that have been extended to a date after the expiration date of the last of such Dollar Revolving Lender’s Dollar Revolving Letters of Credit Commitmentsand the maturity of the last of such Competitive Loans. A Multicurrency If the Required Lenders notify the Issuing Banks that an Event of Default (or, with respect to the issuance or extension of, or an amendment increasing the face amount of, any Letter of Credit may be issuedCredit, amended, extended or renewed only if (a Default) exists and on instruct the Issuing Banks to suspend the issuance, amendment, renewal or extension of Letters of Credit, no Issuing Bank shall issue, amend, renew or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of extend any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to without the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals consent of the Existing Letters Required Lenders until such notice is withdrawn by the Required Lenders (and each Lender that shall have delivered such a notice agrees promptly to withdraw it at such time as it determines that no Event of CreditDefault (or, which shall expire in accordance with the terms thereof as in effect on the Closing Dateapplicable, no Default) exists).
Appears in 2 contracts
Samples: Credit Agreement (Brown Forman Corp), Credit Agreement (Brown Forman Corp)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a any Letter of Credit, the Lead relevant Revolving Borrower shall deliver to the Administrative Agent (who agrees to promptly deliver to the applicable Issuing Bank and the Administrative Agentthereof, as determined in accordance with Section 2.05(k)), at least three Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing BankBank or, in the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a request Letter of Credit Request; provided that, for the avoidance of doubt, it is understood and agreed that the Administrative Agent is agreeing pursuant to this Section 2.05 to assist the Revolving Borrowers with the issuance of Letters of Credit by the Issuing Banks, and the Administrative Agent, in its capacity as such, shall not be required to issue a any 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 Lead relevant Borrower shall submit such a request Letter of Credit 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such Letter of Credit. If requested by the applicable Issuing BankBank in connection with any request for any Letter of Credit, the Lead relevant Borrower shall also shall submit a letter of credit application on such Issuing Bank’s standard form form, together with such other documents that may be required in connection with any request for a Letter such letter of Creditcredit application. 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 Lead relevant Borrower to, or entered into by the Lead relevant 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 the Lead relevant Borrower with the applicable any Issuing Bank relating to any Letter of Credit shall contain any representations representation or warrantieswarranty, covenants covenant or events event of default not set forth that is in direct conflict with this Agreement (and to the extent inconsistent herewith shall be rendered null and void)Agreement, and all representations and warranties, covenants and events of default set forth therein shall contain (or shall be deemed to 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)Agreement. A Dollar No Letter of Credit may be issued, amended, extended or renewed only if unless (and on the issuance, amendment, extension or renewal of each Letter of Credit Credit, the Lead relevant Revolving Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, extension or renewal, renewal (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, Sublimit and (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (yA) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency aggregate amount of the Revolving Credit Commitments then in effect and (B) if such Letter of Credit Sublimithas a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency the LC Obligations would Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the Total Multicurrency aggregate amount of the Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of Commitments then in effect that are scheduled to remain in effect after such Maturity Date. No Issuing Bank shall be under any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of obligation to issue any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to if the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy issuance of such Letter of Credit would violate one or amendment. Notwithstanding anything to more Requirements of Law at the contrary contained herein, there shall be no extensions or renewals time of the Existing Letters request of such Letter of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Brookfield Property REIT Inc.), Credit Agreement (Brookfield Property REIT Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit, the Lead Revolver Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three Business Days in advance (or in the case of a Letter of Credit denominated in an Alternative Currency at least five Business Days in advance) of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing BankBank or, in the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a 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 Lead Revolver 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead Revolver 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 Lead Revolver Borrower to, or entered into by the Lead Revolver 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 the Lead Revolver 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 Dollar Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Revolver Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under and Swingline Loans (calculated, in the case of Revolving Loans denominated in an Alternative Currency, based on the Dollar Revolving Facility Equivalent thereof), plus (y) the aggregate amount of all Dollar LC Obligations under Exposure (calculated, in the case of Letters of Credit denominated in an Alternative Currency, based on the Dollar Revolving Facility Equivalent thereof) would not exceed the Total Dollar Revolving Credit Commitment and (iii) unless otherwise consented to in writing by the sum applicable Issuing Bank, the LC Exposure with respect to Letters of (x) the aggregate outstanding principal amount Credit issued by any Issuing Bank does not exceed such Issuing Bank’s Letter of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Credit Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Revolver Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Indivior PLC), Credit Agreement (Indivior PLC)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit, the Lead a Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing BankBank or, in the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a 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 heretohereto or any other form approved by the applicable Issuing Bank and the Parent Borrower. To request an amendment, extension or renewal of an outstanding a Letter of Credit, Credit (other than any automatic extension of a Letter of Credit permitted under Section Section 2.05(c)) the Lead ), a Borrower shall submit such a request to the applicable Issuing Bank selected by such 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required reasonably requested by regulatory authorities under the applicable “know your customer” rules and regulations) Issuing Bank as shall be necessary to issue, amend, extend or renew such Letter of Credit. If requested by the applicable Issuing BankBank in connection with any request for any Letter of Credit, the Lead a 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 Creditform. 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 Lead a Borrower to, or entered into by the Lead a 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 the Lead 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 be required 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 Dollar Letter of Credit may be issued, amended, extended or renewed only if unless (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, extension or renewal, (i) the Dollar LC Initial Revolving Credit Exposure does would not exceed the Dollar aggregate amount of the Initial Revolving Credit Commitment. In addition, no Issuing Bank shall be required to issue, amend, extend or renew any Letter of Credit Sublimit, if the expiration date of such Letter of Credit extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class unless (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y1) the aggregate amount of all Dollar the LC Obligations under the Dollar Revolving Facility would Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the Total Dollar aggregate amount of the Revolving Credit Commitment Commitments then in effect that are scheduled to remain in effect after such Maturity Date, (2) all Revolving Lenders and such Issuing Bank shall have consented to such expiry date, (iii3) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed Borrowers shall have caused such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may to be backstopped by a “back to back” letter of credit reasonably satisfactory to such Issuing Bank or (4) the Borrowers 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 only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to beyond such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitmentsdate. 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 Lead Borrower Borrowers and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to Upon receipt of such Letter of Credit or amendment, the contrary contained hereinAdministrative Agent shall notify the Revolving Lenders, there shall be no extensions in writing, of such Letter of Credit or renewals amendment, and if so requested by a Revolving Lender, the Administrative Agent will provide such Revolving Lender with copies of the Existing Letters such Letter of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing DateCredit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Ryman Hospitality Properties, Inc.), Credit Agreement (Ryman Hospitality Properties, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or 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, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with Section 2.06(c), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank or the LC Facility Issuing Bank, the Lead 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. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) the sum of (x) with respect to Revolving Letters of Credit, (I) the aggregate outstanding principal amount of all Dollar total Revolving Loans made under LC Exposure would exceed $10.0 million or (II) the Dollar total Revolving Facility plus Credit Exposures would exceed the total Revolving Credit Commitments and (y) with respect to LC Facility Letters of Credit, the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility LC Exposure would not exceed the Total Dollar Revolving Credit Commitment and (iii) LC Facility Deposit. Upon the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery issuance of any Letter of Credit or any amendment to amendment, renewal or extension of a Letter of Credit to an advising bank with respect thereto Credit, the Issuing Bank or to LC Facility Issuing Bank shall promptly notify the beneficiary Administrative Agent, who shall promptly notify each Revolving Lender or LC Facility Lender thereof, as the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent case may be, which notice shall be accompanied by a true and complete 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 such Letter of Credit pursuant to Section 2.06(d). Notwithstanding anything On the first Business Day of each calendar month, each Issuing Bank and the LC Facility Issuing Bank shall provide to the contrary contained herein, there shall be no extensions or renewals of the Existing Administrative Agent a report listing all outstanding Letters of CreditCredit issued by it and the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Revolving Lender or LC Facility Lender, which shall expire in accordance with the terms thereof as in effect on the Closing Dateapplicable.
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 Liquidity Letter of Credit (or the amendment, renewal or extension of an outstanding Liquidity Letter of Credit), the Lead Borrower shall hand deliver or telecopy (provided, however, (i) the Borrower may transmit by electronic communication, if arrangements for doing so have been approved by the relevant Liquidity Issuing Bank and (ii) any Letter of Credit Request delivered to Dresdner Bank AG New York Branch shall be confirmed by facsimile and e-mail to the applicable persons referred to in Exhibit A-2) to such Liquidity Issuing Bank and the Administrative Agent, at least three Business Days Facility Agent (reasonably in advance of the requested date of issuance (issuance, amendment, renewal or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue extension) a Letter of CreditCredit Request, which shall specify that it is being issued under this Agreement, substantially in the form of Exhibit K attached A-2 hereto. To request an amendment, extension or renewal requesting the issuance of an outstanding a Liquidity Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the Lead 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 Liquidity Letter of Credit to be amended, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Liquidity Letter of Credit must is to expire (which shall comply with clause (c) of this Section), the amount of such Liquidity Letter of Credit (which amount shall not be accompanied by in excess of the applicable Liquidity Issuing Bank’s Liquidity Issuing Bank Fronting Amount), the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Liquidity Letter of Credit. If Such Letter of Credit Request shall be delivered no later than 1:00 p.m., New York City time, at least four (4) Business Days prior to the requested by date of issuance, amendment, renewal or extension or such shorter period of time as shall be acceptable to the applicable Issuing Bank. If requested by such Liquidity Issuing Bank, the Lead Borrower also shall submit a letter of credit application on such Liquidity Issuing Bank’s standard form in connection with any request for a Liquidity 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A Liquidity 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Liquidity Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Exposure does stated amount of the Liquidity Letter of Credit, together with the amount of the unused Liquidity Issuing Bank Fronting Amount, shall not exceed the Dollar Letter of Credit SublimitLiquidity Issuing Bank’s Liquidity Issuing Bank Fronting Amount, (ii) the sum of (x) the aggregate outstanding principal amount Liquidity LC Exposure of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Liquidity Lenders shall not exceed the Total Dollar Revolving Liquidity Letter of Credit Commitment Sublimit and (iii) the sum of (x) the aggregate outstanding principal amount total Credit Exposure of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower Liquidity Lenders shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Liquidity Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Puget Energy Inc /Wa), Credit Agreement (Puget Energy Inc /Wa)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a any Letter of Credit, the Lead Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three five Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue a Letter of CreditCredit Request, which shall specify that it is being issued under this Agreement, whether such Letter of Credit will be denominated in the form of Exhibit K attached heretoDollars. 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 Lead Borrower shall submit such a request Letter of Credit 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such Letter of Credit. If requested by the applicable Issuing BankBank in connection with any request for any Letter of Credit, the Lead Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection together with any request for a its Letter of CreditCredit Request. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable any Issuing Bank relating to any Letter of Credit shall contain any representations representation or warrantieswarranty, covenants covenant or events event of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and voidvoid (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). A Dollar No Letter of Credit may be issued, amended, extended or renewed only if unless (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, renewal (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, Sublimit and (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (yA) the aggregate amount of all Dollar LC Obligations under the Dollar Initial Revolving Facility would Credit Exposure shall not exceed the Total Dollar aggregate amount of the Initial Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewalCommitments then in effect, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (yB) the aggregate amount of all Multicurrency LC Obligations would the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the Total Multicurrency aggregate amount of the Additional Revolving Credit Commitment Commitments of such Class then in effect and (iiiC) if such Letter of Credit has a term that extends beyond the sum Maturity Date applicable to the Revolving Credit Commitments of (x) any Class, the Dollar Equivalent aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit CommitmentsCommitments then in 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 an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (First Watch Restaurant Group, Inc.), Credit Agreement (First Watch Restaurant Group, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a an Additional Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower Borrowers shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Fronting Bank) to the applicable Issuing relevant Fronting Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance (issuance, amendment, renewal or such shorter period as is acceptable to the applicable Issuing Bank), extension) a request to issue a Letter letter of Credit, which shall specify that it is being issued under this Agreement, credit application in the form of Exhibit K attached hereto. To request an amendment, extension or renewal G requesting the issuance of an outstanding Additional Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the Lead 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, extended renewed or renewedextended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension renewal or renewal of any extension, the date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (d) of this Section), the amount of such Additional Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing relevant Fronting Bank, the Lead Borrower Borrowers also shall submit a letter of credit application on such Issuing Bank’s standard in a form reasonably acceptable to the relevant Fronting Bank in connection with any request for a an Additional 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any An Additional 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC L/C Exposure does in respect of Letters of Credit issued by the relevant Fronting Bank shall not exceed the Dollar Letter of Credit Sublimitits Fronting Sublimit (unless otherwise agreed by such Fronting Bank from time to time), (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would L/C Exposure shall not exceed the Total Dollar Revolving Credit Commitment L/C Sublimit and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower Total Outstandings shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter Maximum Facility Availability. Within the foregoing limits and subject to the terms and conditions set forth herein, the relevant Fronting Bank agrees to issue such Additional Letters of Credit Sublimit(or amend, (ii) the sum of (x) the Dollar Equivalent of the aggregate renew or extend an outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with as the terms thereof as in effect on the Closing Datecase may be).
Appears in 2 contracts
Samples: Senior Secured Asset Based Credit Agreement (LyondellBasell Industries N.V.), Senior Secured Asset Based Credit Agreement
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit, the Lead Borrower Representative, on behalf of the relevant Loan Party, shall hand deliver or 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 Bank, with a copy to the Administrative Agent, Agent at least three two Business Days (or such shorter period agreed to by the Issuing Bank) in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request in the form of Exhibit B-2 (a “Request to issue Issue”) for the issuance of a Letter of Credit, which Request to Issue shall specify that it is being issued under this Agreementspecify, in inter alia, whether 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 requested Letter of Credit permitted under Section 2.05(c)) the Lead Borrower shall submit such is to be 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 CL Letter of Credit to be amended, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such an RF Letter of Credit. If requested by the applicable Issuing Bank, the Lead Borrower Representative, on behalf of the relevant Loan Party, 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 Credit and in the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any such form of letter of credit application or other agreement submitted by the Lead Borrower to, or entered into by the Lead Borrower with, the applicable Issuing Bank relating to any Letter of Creditapplication, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by the Lead Borrower with the applicable Issuing Bank relating to any An RF 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, thereto (i) the Dollar LC Revolving L/C Exposure does shall not exceed the Dollar Letter of Credit Sublimit$250,000,000, (ii) the sum of Revolving Facility Credit Exposure shall not exceed the total Revolving Facility Commitments and (xiii) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) Credit Exposure with respect to any Revolving Borrower shall not exceed the aggregate amount Maximum Credit Limit for such Revolving Borrower, and a CL Letter of all Dollar LC Obligations under Credit shall be issued, amended, renewed or extended only if after giving effect thereto the Dollar Revolving Facility CL Exposure would not exceed the Total Dollar Revolving Credit Credit-Linked Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed at such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency time, provided that no RF Letter of Credit may shall be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each issued unless a CL Letter of Credit the Lead Borrower shall could not be deemed to represent and warrant that)issued in lieu thereof, after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed aforesaid limitations. In the Multicurrency event that an RF Letter of Credit Sublimit, (ii) is outstanding at a time when there is availability to support the sum issuance of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of any a new CL 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof of this Agreement in a stated amount at least equal to the stated amount of such RF Letter of Credit, the Company shall have the right, upon written notice to the Administrative Agent and the respective Issuing Bank, to re-designate such RF Letter of Credit as a CL Letter of Credit, in effect each case so long as (i) each such CL Letter of Credit may otherwise be issued in accordance with, and will not violate, the above limitations and requirements of this Section and (ii) the Company certifies in writing to the Administrative Agent and the respective Issuing Bank that the conditions specified in Sections 4.01(b) and (c) are then satisfied. Upon satisfaction of the aforesaid conditions, (x) the respective Issuing Bank shall re-designate the affected RF Letter of Credit as a CL Letter of Credit, and (y) a new CL Letter of Credit shall be deemed issued at such time under this Agreement. No Letter of Credit shall be issued, increased in stated amount, or renewed or extended without the prior consent of the Administrative Agent, such consent to be limited to the question of whether such issuance, increase, renewal or extension is being effected on the Closing Dateterms and conditions of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Celanese CORP), Credit Agreement (Celanese CORP)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of CreditCredit or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this Section 2.05), the Lead Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the respective Issuing Bank) to the applicable an Issuing Bank selected by it and to the Administrative Agent, at least three Business Days reasonably in advance of the requested date of issuance (issuance, amendment, renewal or such shorter period as is acceptable to the applicable Issuing Bank)extension, a request to issue notice executed by a Financial Officer requesting the issuance of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed requested 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section 2.05), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueenable the applicable Issuing Bank to prepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 Creditsuch request. In the event of any inconsistency between the terms and conditions of this Agreement such letter of credit application and the terms and conditions of any form of letter of credit application or other agreement submitted by the Lead Borrower to, or entered into by the Lead Borrower with, the applicable Issuing Bank relating to any Letter of Creditthis Agreement, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon each issuance, amendment, renewal or extension or renewal of each any Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar LC Exposure does will not exceed the Dollar Letter of Credit Sublimit$100,000,000, (ii) the sum of (x) LC Exposure with respect to the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would applicable Issuing Bank shall not exceed such Issuing Bank’s Issuing Bank Sublimit (provided that any Issuing Bank may (in its sole discretion), but shall not be obligated to, issue Letters of Credit in excess of such Issuing Bank’s Issuing Bank Sublimit; provided further that, for the Total Dollar Revolving avoidance of doubt, if an Issuing Bank agrees (in its sole discretion) to issue Letters of Credit Commitment in excess of such Issuing Bank’s Issuing Bank Sublimit, any such Letter of Credit issued in excess of such Issuing Bank’s Issuing Bank Sublimit shall constitute a Letter of Credit for all purposes of this Agreement and the other Loan Documents) and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Aggregate Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would Exposure will not exceed such Dollar the Aggregate Revolving Lender’s Dollar Revolving Credit CommitmentsCommitment. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 occur unless it shall have given to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy written notice thereof required under paragraph (m) of this Section 2.05. On the Closing Date, the Existing Letters of Credit shall be deemed Letters of Credit issued hereunder. An Issuing Bank shall not be under any obligation to issue 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 such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or amendment. Notwithstanding anything shall impose upon such Issuing Bank with respect to the contrary contained hereinsuch Letter of Credit any restriction, there shall be no extensions reserve or renewals of the Existing Letters of Credit, capital requirement (for which shall expire in accordance with the terms thereof as such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Trinet Group, Inc.), Credit Agreement (Trinet Group, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower Company shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice in the form attached hereto as Exhibit G-4 requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. The relevant Issuing Bank shall promptly notify the Administrative Agent of, and the Administrative Agent shall in turn promptly furnish to the Lenders notice of, any such issuance. If requested by the applicable relevant Issuing Bank, the Lead Borrower Company 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 ; provided that such letter of any inconsistency between credit application shall not contain terms inconsistent with the terms and conditions of this Agreement and shall not impose any additional obligations, liabilities or Liens on any Loan Party during the terms and conditions of any form of letter of credit application or other agreement submitted by the Lead Borrower to, or entered into by the Lead Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions term of this Agreement shall controlAgreement. No Letter of Credit, letter of credit application or other document entered into by the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar Amount of the LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit, LC Exposure Sublimit and (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under subject to Section 2.04, the Dollar Amount of the total Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Credit Exposures shall not exceed the Total Dollar total Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Mylan Inc.), Credit Agreement (Mylan Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower Representative shall deliver by hand or fax (or transmit through Electronic System, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative AgentAgent (prior to 9:00 am, Chicago time, at least three (3) Business Days in advance of prior to the requested date of issuance, amendment, renewal or extension, it being agreed and understood that the form of any requested UK Letter of Credit must be in agreed form as of 11:00 a.m., London time, at least three (3) Business Days prior to the issuance thereof (or such shorter period later date and time as is reasonably acceptable to the applicable Issuing Bank), ) a request to issue notice requesting the issuance of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section 2.06), the amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable any Issuing Bank, the Lead 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 the Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the U.S. Dollar Amount of the aggregate LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit$20,000,000, (ii) the sum U.S. Dollar Amount of the aggregate LC Exposure of all Foreign Letters of Credit issued in Sterling shall not exceed $2,000,000 (or $0 at any time prior to the UK Borrowing Base Activation Period), (iii) no Lender’s Revolving Exposure shall exceed its Commitment and, (iv) the Aggregate Revolving Exposure shall not exceed the lesser of (x) the aggregate outstanding principal amount Commitments of all Dollar Revolving Loans made under the Dollar Revolving Facility plus Lenders and (y) the aggregate amount Borrowing Base, and (v) the Aggregate Revolving Exposure in respect of all Dollar LC Obligations under Loans made to the Dollar Revolving Facility would UK Borrowers and Letters of Credit issued for the account of the UK Borrowers shall not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum lesser of (x) the aggregate outstanding principal amount UK Revolving Commitments of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus Lenders and (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentUK Borrowing Base. Notwithstanding the foregoing or anything to the contrary contained herein, there no Issuing Bank shall be no extensions obligated to issue or renewals 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 Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Existing Letters Credit Agreement, and shall not affect the Issuing Bank Sublimit of Creditany other Issuing Bank, which shall expire in accordance with subject to the terms thereof as in effect limitations on the Closing Dateaggregate LC Exposure set forth in clause (i) of this Section 2.06(b).
Appears in 2 contracts
Samples: Credit Agreement (Tetra Technologies Inc), Credit Agreement (Tetra Technologies Inc)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit, the Lead Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three Business Days in advance of the requested date of issuance Credit (or such shorter period as is acceptable to the applicable Issuing Bank), a 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, renewal or extension or renewal of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)or transmit through an Electronic System, if arrangements for doing so have been approved by the Issuing Bank) the Lead Borrower shall submit such a request to the applicable Issuing Bank (with a copy to and the Administrative Agent) Agent (prior to 9:00 am, Chicago time, at least three (3) Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period of time as is acceptable to the applicable Issuing Bank)Bank may agree in its sole discretion) prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by In addition, as a condition to any such Letter of Credit issuance, the applicable Issuing Bank, Working Capital Borrower shall have entered into a continuing agreement (or other letter of credit agreement) for the Lead Borrower also 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"). 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower Working Capital Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar aggregate LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit$5,000,000, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar no Revolving Loans made under the Dollar Lender's Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Exposure shall exceed its Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Aggregate Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower Exposure shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent lesser of the aggregate outstanding principal amount of all Multicurrency Aggregate Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentBorrowing Base. Notwithstanding the foregoing or anything to the contrary contained herein, there no Issuing Bank shall be no extensions obligated to issue or renewals modify any Letter of Credit if, immediately after giving effect thereto, the Existing outstanding LC Exposure in respect of all Letters of CreditCredit 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, which shall expire it is understood and agreed that the Borrower Representative may from time to time request that an Issuing Bank issue Letters of Credit in accordance with the terms thereof as excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations on the Closing Dateaggregate LC Exposure set forth in clause (i) of this 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 any Letter of Credit, the Lead 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 BankBank or, in the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a 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 heretoCredit 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 Lead Borrower shall submit such a request Letter of Credit 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such Letter of Credit. If requested by the applicable Issuing BankBank in connection with any request for any Letter of Credit, the Lead Borrower shall also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Creditform. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable any Issuing Bank relating to any Letter of Credit shall contain any representations representation or warrantieswarranty, covenants covenant or events event of default not set forth that is in direct conflict with this Agreement (and to the extent inconsistent herewith shall be rendered null and void)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)Agreement. A Dollar No Letter of Credit may be issued, amended, extended or renewed only if unless (and on the issuance, amendment, extension or renewal of each Letter of Credit Credit, the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, renewal (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) the sum portion of the LC Exposure attributable to Letters of Credit issued by any Issuing Bank does not exceed the LC Commitment of such Issuing Bank (xunless otherwise agreed by such Issuing Bank) and (iii) (A) the aggregate outstanding principal amount Revolving Credit Exposure of all Dollar any Lender does not exceed such Xxxxxx’s Revolving Loans made under the Dollar Revolving Facility plus Credit Commitment, (yB) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency aggregate amount of the Revolving Credit Commitments then in effect and (C) if such Letter of Credit Sublimithas a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency the LC Obligations would Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the Total Multicurrency aggregate amount of the Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as Commitments then in effect on the Closing that are scheduled to remain in effect after such Maturity Date.
Appears in 2 contracts
Samples: First Amendment to the First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a any Letter of Credit, the Lead relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing BankBank or, in the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a 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 Lead 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such Letter of Credit. If requested by the applicable Issuing BankBank in connection with any request for any Letter of Credit, the Lead relevant Borrower (or the Top Borrower on behalf of the relevant 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 Creditform. 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 (or the Lead Top Borrower on behalf of any Borrower) to, or entered into by any Borrower (or the Lead 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. No Letter of Credit, letter of credit application or other document entered into by any Borrower (or the Lead Top Borrower on behalf of any Borrower) with the applicable 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 voidvoid (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). A Dollar No Letter of Credit may be issued, amended, extended or renewed only if unless (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead 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, renewal (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, Sublimit and (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (yA) the aggregate amount of all Dollar LC Obligations under the Dollar Initial Revolving Facility would Credit Exposure shall not exceed the Total Dollar aggregate amount of the Initial Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewalCommitments then in effect, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (yB) the aggregate amount of all Multicurrency LC Obligations would the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the Total Multicurrency aggregate amount of the Additional Revolving Credit Commitment Commitments of such Class then in effect and (iiiC) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of if such Letter of Credit or amendment. Notwithstanding anything has a term extending beyond the Maturity Date applicable to the contrary contained hereinRevolving Credit Commitments of any Class, there shall be no extensions or renewals the aggregate amount of the Existing LC Exposure attributable to Letters of Credit, which shall expire in accordance with Credit expiring after such Maturity Date does not exceed the terms thereof as aggregate amount of the Revolving Credit Commitments then in effect on the Closing that are scheduled to remain in effect after such Maturity Date.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Cotiviti Holdings, Inc.), 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 the amendment, renewal or extension of an outstanding Letter of Credit), the Lead applicable Borrower shall hand deliver or 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, at least three Business Days Agent (reasonably in advance of the requested date of issuance issuance, amendment, renewal or extension, but in any event no less than three (3) Business Days or such shorter period as is acceptable to the applicable Issuing Bank), Bank and the Administrative Agent shall agree to) a request to issue notice requesting the issuance of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 A Letter of any inconsistency between the terms Credit shall be issued, amended, renewed or extended only if (and conditions upon issuance, amendment, renewal or extension of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Lead Borrower to, or entered into by the Lead Borrower with, the applicable Issuing Bank relating to any each 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 the Lead 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 Dollar Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) the sum of (x) the aggregate outstanding principal undrawn amount of all Dollar Revolving Loans made under outstanding Letters of Credit issued by the Dollar Revolving Facility applicable Issuing Bank at such time plus (y) the aggregate amount of all Dollar LC Obligations under Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Dollar Revolving Facility would Borrowers at such time shall not exceed the Total Dollar its Letter of Credit Commitment, (ii) no Lender’s Revolving Credit Exposure shall exceed its Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Total Alternate Currency Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would Credit Exposure shall not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitmentsthe Alternate Currency Sublimit. A Multicurrency The Company may, at any time and from time to time, reduce the Letter of Credit may be issued, amended, extended or renewed only if (and on Commitment of any Issuing Bank with the issuance, amendment, extension or renewal consent of each such Issuing Bank; provided that the Company shall not reduce the Letter of Credit the Lead Borrower shall be deemed to represent and warrant that)Commitment of any Issuing Bank if, after giving effect to of such issuancereduction, amendment, extension, or renewal, the conditions set forth in clauses (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and through (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would above shall not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitmentsbe satisfied. Promptly after the its 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 shall also deliver to the Lead Borrower and the Administrative Agent Company a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
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 or extension of an outstanding Letter of Credit), the Lead applicable Borrower shall hand deliver or 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, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the account party or account parties with respect to such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 the Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Credit, such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Aggregate Outstanding Credit Exposure does will not exceed the Dollar Letter of Credit SublimitAggregate Commitment, (ii) the sum Committed Credit Exposure of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would any Lender will not exceed the Total Dollar Revolving Credit Commitment and its Commitment, (iii) the sum Subsidiary Credit Exposure of any Borrowing Subsidiary will not exceed the Subsidiary Sublimit of such Borrowing Subsidiary, (xiv) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage portion of the Dollar LC Obligations Exposure attributable to Letters of any Dollar Revolving Lender under Credit issued by the Dollar Revolving Facility would applicable Issuing Bank will not exceed the LC Commitment of such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter Issuing Bank and (v) if the Commitment Termination Date shall have been extended pursuant to Section 2.23(a) with respect to some of but not all the Lenders, the portion of the LC Exposure attributable to Letters of Credit may be issued, amended, extended or renewed only if with expiry dates after the Existing Commitment Termination Date (as defined in Section 2.23(a)) will not exceed the portion of the Aggregate Commitment attributable to the Commitments of the Consenting Lenders (as defined in Section 2.23(a)). If the Required Lenders notify the Issuing Banks that a Default exists and on instruct the Issuing Banks to suspend the issuance, amendment, renewal or extension of Letters of Credit, no Issuing Bank shall issue, amend, renew or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of extend any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to without the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals consent of the Existing Letters of Credit, which Required Lenders until such notice is withdrawn by the Required Lenders (and each Lender that shall expire in accordance with the terms thereof have delivered such notice agrees promptly to withdraw it at such time as in effect on the Closing Dateno Default exists).
Appears in 1 contract
Samples: Revolving Credit Agreement (Amerenenergy Generating Co)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead CSW Borrower shall hand deliver or fax (or transmit through Electronic Systems, if arrangements for doing so have been approved by the Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three Business Days) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof, and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead CSW Borrower 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. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead CSW Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar aggregate LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit$25,000,000, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar no Lender's Revolving Loans made under the Dollar Exposure shall exceed its Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and Commitment, (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Aggregate Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower Exposure shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, aggregate Revolving Commitments and (iiiv) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would Foreign Currency Exposure shall not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentForeign Currency Sublimit. Notwithstanding the foregoing or anything to the contrary contained herein, there no Issuing Bank shall be no extensions obligated to issue or renewals modify any Letter of Credit if, immediately after giving effect thereto, the Existing outstanding LC Exposure in respect of all Letters of CreditCredit 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, which shall expire it is understood and agreed that the CSW Borrower may from time to time request that an Issuing Bank issue Letters of Credit in accordance with the terms thereof as excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations on the Closing Dateaggregate LC Exposure set forth in clause (i) of this Section 2.05(b).
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 or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof, whether such Letter of Credit is a Multicurrency Tranche Letter of Credit or a Dollar Tranche Letter of Credit and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing BankBank with respect to the initial Letter of Credit hereunder, the Lead 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. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit$500,000,000, (ii) subject to Sections 2.04 and 2.11(b), the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Amount of the total Multicurrency Tranche Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Credit Exposures shall not exceed the Total Dollar Revolving Credit Commitment and total Multicurrency Tranche Commitments, (iii) subject to Sections 2.04 and 2.11(b), the sum of (x) the aggregate outstanding principal amount of all total Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Tranche Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower Exposures shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimittotal Dollar Tranche Commitments and (iv) subject to Sections 2.04 and 2.11(b), (ii) the sum of (x) the Dollar Equivalent Amount of the aggregate total outstanding principal amount of all Multicurrency Tranche Revolving Loans plus (y) the aggregate amount of all and Multicurrency Tranche LC Obligations would Exposure, in each case denominated in Foreign Currencies, shall not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing DateForeign Currency Sublimit.
Appears in 1 contract
Samples: Credit Agreement (Apollo 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), the Lead 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, at least Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance issuance, amendment, renewal (unless automatically renewed by its terms) or such shorter period as is acceptable to the applicable Issuing Bank)extension, a request to issue notice requesting the issuance of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable such Issuing Bank, the Lead 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 Lead Borrower to, or entered into by the Lead 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 the Lead 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if unless (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the Dollar aggregate of all Letter of Credit SublimitCommitments at such time, (ii) the sum of (x) the aggregate outstanding principal amount LC Exposure in respect of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount Letters of all Dollar LC Obligations under the Dollar Revolving Facility would Credit issued by any Issuing Bank does not exceed the Total Dollar Revolving Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving total Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower Exposures shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Aggregate Commitments. Promptly after the delivery of In addition, no Issuing Bank shall be under any obligation to issue any Letter of Credit if any law or any amendment regulation applicable to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable such Issuing Bank will also deliver to shall prohibit the Lead Borrower and the Administrative Agent a true and complete copy issuance of such Letter of Credit or amendmentCredit. Notwithstanding anything to the contrary contained herein, there No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if such Issuing Bank would have no extensions or renewals obligation at such time to issue the Letter of the Existing Letters of Credit, which shall expire Credit in accordance with its amended form under the terms thereof as in effect on the Closing Datehereof.
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 or extension of an outstanding Letter of Credit), the Lead applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable an Issuing Bank, the Lead 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 the Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) subject to Section 2.04, the Dollar Amount of the LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit$75,000,000, (ii) the sum of (x) subject to Section 2.04, with respect to any Issuing Bank, the aggregate outstanding principal amount undrawn Dollar Amount of all Dollar Revolving Loans made under the Dollar Revolving Facility outstanding Letters of Credit issued by such Issuing Bank at such time plus (y) the aggregate amount Dollar Amount of all Dollar LC Obligations under Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Dollar Revolving Facility would Borrowers at such time shall not exceed the Total Dollar Revolving such Issuing Bank’s Letter of Credit Commitment (unless otherwise agreed by such Issuing Bank) and (iii) subject to Section 2.04, the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage Amount of the Dollar LC Obligations of any Dollar total Revolving Lender under the Dollar Revolving Facility would Credit Exposures shall not exceed such Dollar the Aggregate Revolving Lender’s Dollar Revolving Credit CommitmentsCommitment. A Multicurrency The Company may, at any time and from time to time, reduce or increase the Letter of Credit may be issued, amended, extended or renewed only if (and on Commitment of any Issuing Bank as set forth in the issuance, amendment, extension or renewal definition of each Letter of Credit Commitment; provided that the Lead Borrower Company shall be deemed to represent and warrant that)not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect to of such issuancereduction, amendment, extension, or renewal, the conditions set forth in clauses (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and through (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would above shall not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Datesatisfied.
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 or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section 2.06), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 such the 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) the sum of (x) the aggregate outstanding principal undrawn amount of all Dollar Revolving Loans made under outstanding Letters of Credit issued by the Dollar Revolving Facility Issuing Bank at such time plus (y) the aggregate amount of all Dollar LC Obligations under Disbursements made the Dollar Revolving Facility would Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency its Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit SublimitCommitment, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would Exposure shall not exceed the Total Multicurrency total Letter of Credit Commitments, (iii) no Lender’s Revolving Credit Exposure shall exceed its Revolving Commitment and (iiiiv) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency total Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would Credit Exposure shall not exceed such Multicurrency the Aggregate Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after The Borrower may, at any time and from time to time, reduce the delivery of any Letter of Credit or Commitment of any amendment to a Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit to an advising bank with respect thereto or to the beneficiary thereofCommitment of any Issuing Bank if, after giving effect of such reduction, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there conditions set forth in clauses (i) through (iv) above shall not be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Datesatisfied.
Appears in 1 contract
Samples: Credit Agreement (Mimecast LTD)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead applicable Borrower shall hand deliver or 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, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the account party or account parties with respect to such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit, together, in the case of a request for an issuance of a Letter of Credit, with draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank. If requested by the applicable Issuing Bank, the Lead 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 the Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Credit, such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Aggregate Outstanding Credit Exposure does will not exceed the Dollar Letter of Credit SublimitAggregate Commitment, (ii) the sum Revolving Credit Exposure of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would any Lender will not exceed the Total Dollar Revolving Credit Commitment and its Commitment, (iii) the sum Borrower Credit Exposure of the Borrower requesting such Letter of Credit will not exceed the Borrower Sublimit of such Borrower, (iv) the portion of the LC Exposure attributable to Letters of Credit issued by the applicable Issuing Bank will not, unless such Issuing Bank shall so agree, exceed the LC Commitment of such Issuing Bank and (v) the LC Exposure will not exceed the greater of (A) $250,000,000 and (B) 25% of the Aggregate Commitment as then in effect. Notwithstanding the foregoing, no Issuing Bank shall be required to issue any Letter of Credit if (x) the aggregate outstanding principal amount of all Dollar Revolving Loans any order, judgment or decree of any Dollar Revolving Lender made under the Dollar Revolving Facility plus governmental authority shall enjoin or restrain, or by its terms purport to enjoin or restrain, such Issuing Bank from issuing such Letter of Credit, (y) any applicable law or any order, request or directive (whether or not having the Dollar Revolving Applicable Percentage force of the Dollar LC Obligations law) of any Dollar Revolving Lender under governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the Dollar Revolving Facility would not exceed issuance of letters of credit generally or such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may in particular or impose upon such Issuing Bank any restriction, reserve or capital requirement with respect to such Letter of Credit not in effect on the Closing Date for which such Issuing Bank is not otherwise compensated (or assured to its satisfaction that it will be issuedcompensated) hereunder or any unreimbursed loss, amendedcost or expense not applicable to such Issuing Bank on the Closing Date, extended which such Issuing Bank deems in good faith to be material to it and for which such Issuing Bank is not otherwise compensated (or renewed only if assured to its satisfaction that it will be compensated) hereunder or (z) for Letters of Credit to be issued jointly for the account of either Borrower and on any of its subsidiaries in accordance with Section 2.6(a), the applicable Issuing Bank has not received documentation that it shall have reasonably requested in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, with respect to such subsidiaries. If the Required Lenders notify the Issuing Banks that a Default exists with respect to a requesting Borrower and instruct the Issuing Banks to suspend the issuance, amendment, renewal or extension or renewal of each Letter Letters of Credit for the Lead Borrower account of such Borrower, no Issuing Bank shall be deemed to represent and warrant that)issue, after giving effect to such issuanceamend, amendment, extension, renew or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of extend any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to for the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy account of such Letter of Credit Borrower or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals Company without the consent of the Existing Letters of Credit, which Required Lenders until such notice is withdrawn by the Required Lenders (and each Lender that shall expire in accordance with the terms thereof have delivered such notice agrees promptly to withdraw it at such time as in effect on the Closing Dateno Default exists).
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Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of CreditCredit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal or extension permitted pursuant to Section 2.05(c))), the Lead Borrower Company shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the recipient) to the applicable Issuing Bank and the Administrative Agent, Agent at least three five Business Days (or such shorter period as may be agreed by such Issuing Bank) in advance of the requested date of issuance, amendment, renewal or extension a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed requested 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with Section 2.05(c)), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueenable the applicable Issuing Bank to prepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead Borrower Company also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a such request. A Letter of Credit. In Credit shall be issued, amended to increase the event amount thereof, renewed or extended only if (and upon each issuance, amendment, renewal or extension 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 Lead Borrower to, or entered into by the Lead 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 the Lead 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 Dollar Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewalthereto, (i) the Dollar LC Exposure does attributable to Letters of Credit issued by any Issuing Bank will not exceed the Dollar Letter LC Commitment of Credit Sublimitsuch Issuing Bank, (ii) the sum of LC Exposure will not exceed the LC Sublimit, (xiii) no Lender’s Credit Exposure will exceed its Revolving Credit Commitment, (iv) the aggregate outstanding principal amount of all Dollar Total Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Credit Exposure will not exceed the Total Dollar Revolving Credit Commitment Commitments and (iiiv) in the event the Maturity Date shall have 39 been extended as provided in Section 2.19, the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter Exposure attributable to Letters of Credit may be issued, amended, extended or renewed only if (expiring after any Existing Maturity Date and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed Swingline Exposure attributable to represent and warrant that), Swingline Loans maturing after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does Existing Maturity Date will not exceed the Multicurrency Letter sum of the Revolving Credit Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy latest maturity date of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing DateSwingline Loans.
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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 or extension of an outstanding Letter of Credit), the Lead requesting Borrower shall hand deliver or 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, the Senior Tranche Issuing Bank or the LC Facility Issuing Bank, as applicable, and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, and specifying (A) the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day), (B) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any date on which such Letter of Credit must is to expire (which shall comply with Section 2.04(c), (C) the amount of such Letter of Credit, (D) the currency in which such Letter of Credit is to be accompanied by denominated (which shall comply with Section 2.04(a)), (E) if such Letter of Credit is a Revolving Letter of Credit, the Revolving Facility under which such Letter of Credit is to be issued, (F) the name and address of the beneficiary thereof and (G) such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead Senior Tranche Issuing Bank or the LC Facility Issuing Bank, as applicable, the requesting Borrower shall also shall submit a letter of credit application on such Issuing Bank’s, the Senior Tranche Issuing Bank’s or the LC Facility 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead requesting Borrower shall be deemed to represent and warrant that it shall not be the case that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) the sum of (x) with respect to Revolving Letters of Credit, (I) the aggregate outstanding principal amount of Revolving Credit ExposureOutstandings under all Dollar Revolving Loans made Facilities would exceed the Revolving Commitments, (II) the Revolving LC Exposure would exceed the Revolving LC Sublimit or (III) the Revolving Available Credit under the Dollar applicable Revolving Facility plus would be less than zero and (y, (y) with respect to Senior Tranche Letters of Credit, the aggregate amount product of all Dollar the Senior Tranche LC Obligations under Exposure and 1.04 would exceed $16,000,000 and (z) with respect to LC Facility Letters of Credit, the Dollar Revolving LC Facility LC Exposure would not exceed the Total Dollar Revolving Credit Commitment and (iii) LC Facility Deposit. Upon the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery issuance of any Letter of Credit or any amendment to increase in the amount of a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereofCredit, the applicable Issuing Bank, the Senior Tranche Issuing Bank or LC Facility Issuing Bank shall promptly notify the Agent. Each Issuing Bank, the Senior Tranche Issuing Bank and the LC Facility Issuing Bank will also deliver furnish to the Lead Borrower and Agent an activity report with respect to the Administrative Agent a true and complete copy of such Letter Letters of Credit or amendment. Notwithstanding anything to issued by it no later than five Business Days following the contrary contained herein, there shall be no extensions or renewals end of each calendar quarter and on any other date reasonably requested by the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing DateAgent.
Appears in 1 contract
Samples: Forbearance Agreement and Third Amendment to Credit Agreement (Hawker Beechcraft Notes Co)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, at least three Agent (not less than five (5) Business Days in advance of the requested date of issuance issuance, amendment, renewal or extension (or such shorter period later date as is acceptable the Issuing Bank may agree to in its sole discretion)) a notice:
(i) requesting the applicable Issuing Bank), a 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 issuance of a Letter of Credit permitted under Section 2.05(c)) the Lead 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, extended renewed or renewed, and extended;
(ii) specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day);
(iii) and other details of specifying the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with Section 2.07(c));
(iv) specifying the amount of such Letter of Credit;
(v) specifying the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit; and
(vi) specifying the current total Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma total Revolving Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit). Each notice shall constitute a representation by the Borrower that after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (i) the LC Exposure shall not exceed the LC Commitment and (ii) the total Revolving Credit Exposures shall not exceed the total Commitments. If requested by the applicable Issuing Bank, the Lead 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. In ; provided that, in the event of any inconsistency conflict between the terms and conditions such application or any Letter of this Credit Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Lead Borrower to, or entered into by the Lead Borrower with, the applicable Issuing Bank relating to any Letter of Creditthis Agreement, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by the Lead 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 Dollar Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
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 or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank issuing such Letter of Credit) to the applicable such Issuing Bank and the Administrative Agent, Agent (at least three two (2) Business Days or such later time as the Administrative Agent and such Issuing Bank may agree in a particular instance in their reasonable discretion in advance of the requested date of issuance issuance, amendment, renewal or extension) a notice substantially in the form attached as Exhibit E (or such shorter period other form of notice as is acceptable to the applicable Administrative Agent, such Issuing Bank), a request to issue Bank and the Borrower may agree) requesting the issuance of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of CreditCredit (and such information shall be made available by such Issuing Bank to any Revolving Credit Lender upon reasonable request). If requested by any Issuing Bank no later than upon its receipt of a notice from the applicable Borrower requesting the issuance of a Letter of Credit from such Issuing Bank, the Lead Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a such 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any Each 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on by the issuance, amendment, extension or renewal of each Issuing Banks issuing such Letter of Credit in accordance with the Lead Borrower shall be deemed to represent and warrant that), notice with respect thereto received from the Borrower; provided that after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC L/C Exposure does shall not exceed the Dollar Letter of Credit Sublimit, $500,000,000 and (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Lenders’ total Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Credit Exposures shall not exceed the Total Dollar Lenders’ total Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
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 or extension of an outstanding Letter of Credit), the Lead Borrower Representative (or the applicable Borrower) shall hand deliver or 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 AgentAgent (prior to 9:00 a.m., New York City time, at least three Business Days in advance of prior to the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank)issuance, a 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 renewal or renewal of an outstanding Letter of Credit, (other than any automatic extension of extension) a Letter of Credit permitted under Section 2.05(c)) the Lead 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 amendmentRequest, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 the Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar aggregate LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit, LC Sublimit and (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar B LC Obligations under the Dollar Revolving Facility would Exposure shall not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments$25,000,000. A Multicurrency In addition, no Letter of Credit may shall be issued, amended, renewed or extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that)if, after giving effect to such issuance, amendment, renewal or extension, or renewal, :
(iA) the Multicurrency LC Facility A Credit Exposure does not of any Lender would exceed such Lender’s Facility A Commitment;
(B) the Facility B Credit Exposure of any Lender would exceed such Lender’s Facility B Commitment;
(C) the total Revolving Credit Exposure would exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum lesser of (x) the Dollar Equivalent aggregate amount of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus Commitments and (y) the Aggregate Borrowing Base;
(D) the total Facility A Credit Exposure would exceed the lesser of (x) the aggregate amount of all Multicurrency LC Obligations the Facility A Commitments and (y) the Aggregate Facility A Borrowing Base;
(E) the total Facility B Credit Exposure would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum lesser of (x) the Dollar Equivalent aggregate amount of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus B Commitments and (y) the Multicurrency Revolving Applicable Percentage Aggregate Borrowing Base minus the Facility A Credit Exposure;
(F) the aggregate LC Exposure in respect of the Multicurrency LC Obligations Letters of Credit issued by any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not Issuing Bank shall exceed such Multicurrency Revolving LenderIssuing Bank’s Multicurrency Revolving Issuing Bank Commitment; subject, in the case of each of clause (C), (D) and (E) above, to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04. Without affecting the limitations contained herein (other than clause (F) above), it is understood and agreed that the Borrower Representative may from time to time request that an Issuing Bank issue Letters of Credit Commitmentsin excess of its individual Issuing Bank Commitment in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Promptly after the delivery of any Any Letter of Credit or any amendment to so issued by an Issuing Bank in excess of its individual Issuing Bank Commitment then in effect shall be made at the sole discretion of such Issuing Bank and shall nonetheless constitute a Letter of Credit to an advising bank with respect thereto or to for all purposes of this Agreement, and shall not affect the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy Commitment of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Dateany other Issuing Bank.
Appears in 1 contract
Samples: Credit Agreement (Office Depot Inc)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or 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 Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Major Currency in which such Letter of Credit is to be accompanied by issued, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, : (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) the sum of (x) the aggregate outstanding principal undrawn amount of all Dollar Revolving Loans made under outstanding Letters of Credit issued by the Dollar Revolving Facility Issuing Bank at such time plus (y) the aggregate amount of all Dollar LC Obligations under Disbursements made by the Dollar Revolving Facility would Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency its Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit SublimitCommitment, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would Aggregate Outstanding Credit shall not exceed the Total Multicurrency Aggregate Revolving Credit Commitment and Commitment; (iii) the sum of no Lender’s Revolving Exposures shall exceed such Lender’s Revolving Commitment; and (xiv) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would Exposure shall not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving $125,000,000; provided, however, that without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit Commitments. Promptly after the delivery in excess of any its individual Letter of Credit or Commitment in effect at the time of such request; provided further that, no Issuing Bank shall have any amendment obligation to issue such Letters of Credit in excess of its individual of Letter of Credit Commitment. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Letter of Credit Commitment then in effect shall nonetheless constitute a Letter of Credit to an advising bank with respect thereto or to for all purposes of this Agreement, and shall not affect the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything Commitment of any other Issuing Bank, subject to the contrary contained hereinlimitations on the aggregate LC Exposure set forth in clause (iv) of this Section 2.06(b). The Borrower may, there shall be no extensions or renewals at any time and from time to time, reduce the Letter of the Existing Letters Credit Commitment of Credit, which shall expire in accordance any Issuing Bank with the terms thereof as consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in effect on the Closing Dateclauses (i) through (iii) above 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, the Lead Borrower Representative, on behalf of the relevant Loan Party, shall hand deliver or 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 Bank, with a copy to the Administrative Agent, Agent at least three two Business Days (or such shorter period agreed to by the Issuing Bank) in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request in the form of Exhibit B-2 (a “Request to issue Issue”) for the issuance of a Letter of Credit, which Request to Issue shall specify that it is being issued under this Agreementspecify, in inter alia, whether 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 requested Letter of Credit permitted under Section 2.05(c)) the Lead Borrower shall submit such is to be 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 CL Letter of Credit to be amended, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such an RF Letter of Credit. If requested by the applicable Issuing Bank, the Lead Borrower Representative, on behalf of the relevant Loan Party, 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 Credit and in the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any such form of letter of credit application or other agreement submitted by the Lead Borrower to, or entered into by the Lead Borrower with, the applicable Issuing Bank relating to any Letter of Creditapplication, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by the Lead Borrower with the applicable Issuing Bank relating to any An RFA 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, thereto (i) the Dollar LC Revolving L/C Exposure does shall not exceed the Dollar Letter of Credit Sublimit$300,000,000, (ii) the sum of Revolving Facility Credit Exposure shall not exceed the total Revolving Facility Commitments and (xiii) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) Credit Exposure with respect to any Revolving Borrower shall not exceed the aggregate amount Maximum Credit Limit for such Revolving Borrower, and a CL Letter of all Dollar LC Obligations under Credit shall be issued, amended, renewed or extended only if after giving effect thereto the Dollar Revolving Facility CL Exposure would not exceed the Total Dollar Revolving Credit Credit-Linked Commitment and (iii) at such time. In the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency event that an RF Letter of Credit may be issued, amended, extended or renewed only if (and on is outstanding at a time when there is availability to support the issuance, amendment, extension or renewal issuance of each a new CL Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof of this Agreement in a stated amount at least equal to the stated amount of such RF Letter of Credit, the Company shall have the right, upon written notice to the Administrative Agent and the respective Issuing Bank, to re-designate such RF Letter of Credit as a CL Letter of Credit, in effect each case so long as (i) each such CL Letter of Credit may otherwise be issued in accordance with, and will not violate, the above limitations and requirements of this Section and (ii) the Company certifies in writing to the Administrative Agent and the respective Issuing Bank that the conditions specified in Sections 4.01(b) and (c) are then satisfied. Upon satisfaction of the aforesaid conditions, (x) the respective Issuing Bank shall re-designate the affected RF Letter of Credit as a CL Letter of Credit, and (y) a new CL Letter of Credit shall be deemed issued at such time under this Agreement. No Letter of Credit shall be issued, increased in stated amount, or renewed or extended without the prior consent of the Administrative Agent, such consent to be limited to the question of whether such issuance, increase, renewal or extension is being effected on the Closing Dateterms and conditions of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Celanese Corp)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable an Issuing Bank, the Lead 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar amount of the LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit$10,000,000, (ii) the sum of (x) the aggregate outstanding principal undrawn amount of all Dollar Revolving Loans made under the Dollar Revolving Facility outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amount of all Dollar LC Obligations under Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Dollar Revolving Facility would Borrower at such time shall not exceed the Total Dollar Revolving such Issuing Bank’s Letter of Credit Commitment and Commitment, (iii) the sum of Total Revolving Credit Exposures shall not exceed the Aggregate Commitment and (xiv) the aggregate outstanding principal amount of all Dollar each Lender’s Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would Credit Exposure shall not exceed such Dollar Revolving Lender’s Dollar Revolving Credit CommitmentsCommitment. A Multicurrency The Borrower may, at any time and from time to time, reduce the Letter of Credit may be issued, amended, extended or renewed only if (and on Commitment of any Issuing Bank with the issuance, amendment, extension or renewal consent of each such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit the Lead Borrower shall be deemed to represent and warrant that)Commitment of any Issuing Bank if, after giving effect to of such issuancereduction, amendment, extension, or renewal, the conditions set forth in the immediately preceding clauses (i) the Multicurrency LC Exposure does through (iv) shall not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Datesatisfied.
Appears in 1 contract
Samples: Credit Agreement (Natus Medical Inc)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead applicable Borrower shall hand deliver or 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, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the account party or account parties with respect to such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 the Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Credit, such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Aggregate Outstanding Credit Exposure does will not exceed the Dollar Letter of Credit SublimitAggregate Commitment, (ii) the sum Revolving Credit Exposure of any Lender will not exceed its Commitment, (xiii) the aggregate outstanding principal amount Borrower Credit Exposure of all Dollar Revolving Loans made under any Borrower will not exceed the Dollar Revolving Facility plus Borrower Sublimit of such Borrower, (yiv) the portion of the LC Exposure attributable to Letters of Credit issued by the applicable Issuing Bank will not exceed the LC Commitment of such Issuing Bank, (v) if the Commitment Termination Date shall not have yet occurred, the portion of the LC Exposure attributable to Letters of Credit with expiry dates after the Commitment Termination Date will not exceed the aggregate amount of all Dollar the Extended Commitments and (vi) the LC Obligations under the Dollar Revolving Facility would Exposure will not exceed $287,500,000. If the Total Dollar Revolving Credit Commitment Required Lenders notify the Issuing Banks that a Default exists with respect to any Borrower and (iii) instruct the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on Issuing Banks to suspend the issuance, amendment, renewal or extension or renewal of each Letter Letters of Credit for the Lead Borrower account of such Borrower, no Issuing Bank shall be deemed to represent and warrant that)issue, after giving effect to such issuanceamend, amendment, extension, renew or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of extend any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to for the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy account of such Letter of Credit Borrower or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals Company without the consent of the Existing Letters of Credit, which Required Lenders until such notice is withdrawn by the Required Lenders (and each Lender that shall expire in accordance with the terms thereof have delivered such notice agrees promptly to withdraw it at such time as in effect on the Closing Dateno Default exists).
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 or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or telecopy (or transmit by electronic communication, including an Approved Borrower Portal or other electronic platform approved by the applicable Issuing Bank, 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 Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a written notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section), the currency and amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If In connection with any request for a Letter of Credit and if requested by the applicable Issuing Bank, the Lead Borrower also shall submit (i) in the case of such request from JPMCB as the Issuing Bank with respect to a standby or commercial Letter of Credit, a letter of credit application on substantially in the form attached as an annex to the LC Continuing Agreement Form with such changes as may be agreed between the Borrower and such Issuing Bank’s standard form , (ii) in connection the case of such request from JPMCB as the Issuing Bank with any request for respect to a direct pay 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 , a letter of credit application or other agreement submitted by in a form reasonably satisfactory to the Lead Borrower to, or entered into by the Lead Borrower with, the applicable and such Issuing Bank relating to or (iii) in the case of such request from any Letter of Creditother Issuing Bank, the terms and conditions of this Agreement shall control. No Letter of Credit, a letter of credit application substantially in the form attached as an annex to the LC Continuing Agreement with such changes as shall be agreed between the Borrower and such Issuing Bank, or other document entered into in the standard application in use by the Lead Borrower with the applicable such Issuing Bank relating to any Bank. A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed in a form reasonably acceptable to the applicable Issuing Bank and only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar LC Exposure does total Revolving Total Exposures shall not exceed the Dollar Letter of Credit Sublimittotal Revolving Total Commitments and no Revolving Lender’s Revolving Total Exposure shall exceed such Revolving Lender’s Revolving Total Commitment, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar total LC Obligations under the Dollar Revolving Facility would Exposure shall not exceed the Total Dollar Revolving Credit Commitment and $300,000,000, (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage portion of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter Exposure attributable to Letters of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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, issued by the applicable Issuing Bank will also deliver to not exceed the Lead Borrower LC Commitment of such Issuing Bank and the Administrative Agent a true and complete copy of (iv) if such Letter of Credit or amendment. Notwithstanding anything to is denominated in a Designated Foreign Currency, the contrary contained herein, there shall be no extensions or renewals US Dollar Equivalent of the Existing portion of the LC Exposure attributable to Letters of Credit, which Credit denominated in such Designated Foreign Currency and issued by the applicable Issuing Bank shall expire in accordance not exceed the cap (if any) imposed by such applicable Issuing Bank with the terms thereof as in effect on the Closing Daterespect to such Designated Foreign Currency.
Appears in 1 contract
Samples: Credit Agreement (Huntington Ingalls Industries, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit, the Lead Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing BankBank or, in the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a 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 Lead 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 Lead Borrower to, or entered into by the Lead 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 the Lead 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 Dollar Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, Sublimit and (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Swingline Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit, the Lead Borrower Representative, on behalf of the relevant Loan Party, shall hand deliver or 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 Bank, with a copy to the Administrative Agent, Agent at least three two Business Days (or such shorter period agreed to by the Issuing Bank) in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request in the form of Exhibit B-2 (a “Request to issue Issue”) for the issuance of a Letter of Credit, which Request to Issue shall specify that it is being issued under this Agreementspecify, in inter alia, whether 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 requested Letter of Credit permitted under Section 2.05(c)) the Lead Borrower shall submit such is to be 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 CL Letter of Credit to be amended, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such an RF Letter of Credit. If requested by the applicable Issuing Bank, the Lead Borrower Representative, on behalf of the relevant Loan Party, 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 Credit and in the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any such form of letter of credit application or other agreement submitted by the Lead Borrower to, or entered into by the Lead Borrower with, the applicable Issuing Bank relating to any Letter of Creditapplication, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by the Lead Borrower with the applicable Issuing Bank relating to any An RF 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, thereto (i) the Dollar LC Revolving L/C Exposure does shall not exceed the Dollar Letter of Credit Sublimit$300,000,000, (ii) the sum of Revolving Facility Credit Exposure shall not exceed the total Revolving Facility Commitments and (xiii) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) Credit Exposure with respect to any Revolving Borrower shall not exceed the aggregate amount Maximum Credit Limit for such Revolving Borrower, and a CL Letter of all Dollar LC Obligations under Credit shall be issued, amended, renewed or extended only if after giving effect thereto the Dollar Revolving Facility CL Exposure would not exceed the Total Dollar Revolving Credit Credit-Linked Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed at such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency time, provided that no RF Letter of Credit may shall be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each issued unless a CL Letter of Credit the Lead Borrower shall could not be deemed to represent and warrant that)issued in lieu thereof, after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed aforesaid limitations. In the Multicurrency event that an RF Letter of Credit Sublimit, (ii) is outstanding at a time when there is availability to support the sum issuance of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of any a new CL 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof of this Agreement in a stated amount at least equal to the stated amount of such RF Letter of Credit, the Company shall have the right, upon written notice to the Administrative Agent and the respective Issuing Bank, to re-designate such RF Letter of Credit as a CL Letter of Credit, in effect each case so long as (i) each such CL Letter of Credit may otherwise be issued in accordance with, and will not violate, the above limitations and requirements of this Section and (ii) the Company certifies in writing to the Administrative Agent and the respective Issuing Bank that the conditions specified in Sections 4.01(b) and (c) are then satisfied. Upon satisfaction of the aforesaid conditions, (x) the respective Issuing Bank shall re-designate the affected RF Letter of Credit as a CL Letter of Credit, and (y) a new CL Letter of Credit shall be deemed issued at such time under this Agreement. No Letter of Credit shall be issued, increased in stated amount, or renewed or extended without the prior consent of the Administrative Agent, such consent to be limited to the question of whether such issuance, increase, renewal or extension is being effected on the Closing Dateterms and conditions of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Celanese CORP)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic renewal permitted pursuant to paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Lead applicable Borrower shall hand deliver or transmit by 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 12:00 Noon, New York City time, at least three two (2) Business Days in advance of the requested date of issuance (or such shorter period of time as is acceptable to the applicable Issuing Bank)Bank may agree in its sole discretion) prior to the requested date of issuance, amendment, renewal or extension, a request to issue notice requesting the issuance of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 Credit (other agreement submitted by the Lead Borrower to, or entered into by the Lead Borrower with, the applicable Issuing Bank relating to any than an Existing 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed by an Issuing Bank only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar portion of the Total LC Exposure does not attributable to Letters of Credit issued by such Issuing Bank will not, unless such Issuing Bank shall so agree in its sole discretion, exceed the Dollar Letter LC Issuance Limit of Credit Sublimitsuch Issuing Bank, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar Total LC Obligations under the Dollar Revolving Facility would Exposure shall not exceed the Total Dollar Revolving Credit Commitment and $500,000,000, (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Total Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does will not exceed the Multicurrency Letter Aggregate Commitment and (iv) the portion of the Total Revolving Credit Exposure attributable to Loans made to, and Letters of Credit Sublimitissued for the account of, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would Additional Borrowers will not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Additional Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing DateLimit.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of CreditCredit by any Issuing Bank (or the amendment, renewal (other than an automatic renewal permitted pursuant to paragraph (c) of this Section) or extension of an outstanding Letter of Credit issued by any Issuing Bank), the Lead Borrower shall hand deliver or fax (or transmit by electronic communication (in .pdf format), if arrangements for doing so have been approved by the recipient) to the applicable such Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed requested 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueenable the applicable Issuing Bank to prepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 Creditsuch request. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed by the applicable Issuing Bank only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar LC Total Revolving Credit Exposure does shall not exceed the Dollar Letter of Credit SublimitAggregate Commitments, (ii) the sum Revolving Credit Exposure of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would any Lender shall not exceed the Total Dollar Revolving Credit Commitment and its Commitment, (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage portion of the Dollar Total LC Obligations Exposure attributable to Letters of any Dollar Revolving Lender under the Dollar Revolving Facility would Credit issued by such Issuing Bank will not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter its LC Commitment and (iv) in the event the Maturity Date shall have been extended as provided in Section 2.20, the Total LC Exposure attributable to Letters of Credit may be issued, amended, expiring after any Existing Maturity Date shall not exceed the Aggregate Commitments that shall have been extended or renewed only if (and on to a date after the latest expiration date of such Letters of Credit. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 occur unless it shall have given to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy written notice thereof required under paragraph (l) of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Datethis Section.
Appears in 1 contract
Samples: Revolving Credit Agreement (Marathon Petroleum Corp)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower Company shall hand deliver or telecopy (or transmit by electronic communication (e-mail), if arrangements for doing so have been approved by the designated Issuing Bank) to the applicable designated Issuing Bank and the Administrative Agent, at least three Agent (not less than five Business Days (unless otherwise acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal or extension) a notice (a “Letter of Credit Request”) requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension renewal or renewal of any extension, the date on which such Letter of Credit must be accompanied by is to expire (which shall comply with Section 2.06(d)), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing BankBank that has been requested to issue such Letter of Credit, the Lead Borrower 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. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that)if, after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) at any time prior to the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) Stated Maturity Date the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would total Credit Exposures at any time shall not exceed the Total Dollar Revolving Credit Commitment Commitment, and (iiiii) 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 sum total Credit Exposure of all Lenders (xconsistent of their respective LC Exposures) shall not exceed 20% of the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) Total Commitment immediately prior to the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit CommitmentsStated Maturity Date. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on Upon the issuance, amendment, renewal or extension or renewal of each Letter of Credit Credit, the Lead Borrower shall be deemed to represent and warrant that), after giving effect to Issuing Bank that has issued such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimitwill notify the Administrative Agent, (ii) who, in turn, will notify the sum of (x) the Dollar Equivalent Lenders, of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy type of such Letter of Credit that is issued, amended, renewed or amendment. Notwithstanding anything extended pursuant to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Datethis Agreement.
Appears in 1 contract
Samples: Credit Agreement (Kinder Morgan Energy Partners L P)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. (i) To request the issuance of a Committed Letter of Credit by any Issuing Bank (or the amendment, renewal or extension of an outstanding Committed Letter of Credit), the Lead a Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by such Issuing Bank) to the applicable Issuing Bank selected by such Borrower and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice three (3) Business Days before issuance (or such shorter period as is acceptable to requesting the applicable Issuing Bank), issuance of a request to issue a Committed 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 Lead 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 Committed Letter of Credit to be amended, extended renewed or renewedextended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension renewal or renewal of any extension, the date on which such Committed Letter of Credit must is to expire (which shall comply with paragraph (c) of this Section), the amount of such Committed Letter of Credit, the name and address of the beneficiary thereof, whether such Committed Letter of Credit is to be accompanied by a Performance Letter of Credit or a Standby Letter of Credit and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Committed Letter of Credit. If requested by the applicable The Issuing Bank, the Lead Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with Bank will issue any request for a Committed Letter of Credit. In Credit so requested at the event of any inconsistency between time specified in such notice, subject to the other terms and conditions set forth herein.
(1) Subject to the terms and conditions of this Agreement and set forth herein, from time to time during the terms and conditions of Availability Period any form of letter of credit application or other agreement submitted by the Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any may request Competitive Letter of Credit Bids and may (but shall contain not have 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 Dollar obligation to) accept Competitive Letter of Credit may be issued, amended, extended or renewed only if (Bids and on obtain the issuance, amendment, extension or renewal issuance of each Competitive Letters of Credit. To request Competitive Letter of Credit the Lead Bids, a Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and notify the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to request by telephone not later than 10:00 a.m., Chicago time, six Business Days before the contrary contained herein, there shall be no extensions or renewals date of the Existing Letters proposed issuance of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.Competitive Letter of
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a any Letter of Credit, the Lead 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 BankBank 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 request to issue a written Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit K attached heretoCredit Request. To request an amendment, extension or renewal of an outstanding Letter of Credit, Credit (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) ), the Lead Borrower shall submit such a request written Letter of Credit Request (which may be transmitted by electronic communication, including an Approved Borrower Portal, if arrangements for doing so have been approved by the respective Issuing Bank) 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such Letter of Credit. If requested by the applicable Issuing BankBank in connection with any request for any Letter of Credit, the Lead Borrower shall also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Creditform. In the event of any inconsistency conflict 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable any Issuing Bank relating to any Letter of Credit shall contain any representations representation or warrantieswarranty, covenants covenant or events event of default not set forth that is in direct conflict with this Agreement (and to the extent inconsistent herewith shall be rendered null and void)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)Agreement. A Dollar No Letter of Credit may be issued, amended, extended or renewed only if unless (and on the issuance, amendment, extension or renewal of each Letter of Credit Credit, the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, renewal (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) the sum portion of the LC Exposure attributable to Letters of Credit issued by any Issuing Bank does not exceed the LC Commitment of such Issuing Bank (xunless otherwise agreed by such Issuing Bank) and (iii) (A) the aggregate outstanding principal amount Revolving Credit Exposure of all Dollar any Lender does not exceed such Lxxxxx’s Revolving Loans made under the Dollar Revolving Facility plus Credit Commitment, (yB) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency aggregate amount of the Revolving Credit Commitments then in effect and (C) if such Letter of Credit Sublimithas a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency the LC Obligations would Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the Total Multicurrency aggregate amount of the Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as Commitments then in effect on the Closing 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 or extension of an outstanding Letter of Credit), the Lead Borrower shall deliver by hand delivery or facsimile (or by electronic mail 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 Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must is to expire or whether such Letter of Credit shall be accompanied by an auto-renewing Letter of Credit (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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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; provided that such application shall not be required to provide for representations, warranties, covenants in respect of operations or financial condition, remedies, events of default or similar terms that are more burdensome than such covenants, events of default or similar terms in this Agreement. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit$75,000,000, (ii) the sum LC Exposure with respect to Letters of (x) Credit issued by an Issuing Bank shall not exceed such Issuing Bank’s Individual Letter of Credit Sublimit; provided that any Issuing Bank may, in its sole discretion and without the aggregate outstanding principal amount consent of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the any other Person, waive its Individual Letter of Credit Sublimit with respect to itself and issue one or more Letters of Credit up to an aggregate amount of all Dollar LC Obligations under $75,000,000 subject to the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment conditions of clauses (i) and (iii) of this sentence, and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar total Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower Exposures shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit total Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit, the Lead Borrower Representative, on behalf of the relevant Loan Party, shall hand deliver or 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 Bank, with a copy to the Administrative Agent, Agent at least three two Business Days (or such shorter period agreed to by the Issuing Bank) in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request in the form of Exhibit B-2 (a “Request to issue Issue”) for the issuance of a Letter of Credit, which Request to Issue shall specify that it is being issued under this Agreementspecify, in inter alia, whether 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 requested Letter of Credit permitted under Section 2.05(c)) the Lead Borrower shall submit such is to be 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 CL Letter of Credit to be amended, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such an RF Letter of Credit. If requested by the applicable Issuing Bank, the Lead Borrower Representative, on behalf of the relevant Loan Party, 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 Credit and in the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any such form of letter of credit application or other agreement submitted by the Lead Borrower to, or entered into by the Lead Borrower with, the applicable Issuing Bank relating to any Letter of Creditapplication, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by the Lead Borrower with the applicable Issuing Bank relating to any An RF 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, thereto (i) the Dollar LC Revolving L/C Exposure does shall not exceed the Dollar Letter of Credit Sublimit$300,000,000, (ii) the sum of Revolving Facility Credit Exposure shall not exceed the total Revolving Facility Commitments and (xiii) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) Credit Exposure with respect to any Revolving Borrower shall not exceed the aggregate amount Maximum Credit Limit for such Revolving Borrower, and a CL Letter of all Dollar LC Obligations under Credit shall be issued, amended, renewed or extended only if after giving effect thereto the Dollar Revolving Facility CL Exposure would not exceed the Total Dollar Revolving Credit Credit-Linked Commitment and (iii) at such time. In the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency event that an RF Letter of Credit may be issued, amended, extended or renewed only if (and on is outstanding at a time when there is availability to support the issuance, amendment, extension or renewal issuance of each a new CL Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof of this Agreement in a stated amount at least equal to the stated amount of such RF Letter of Credit, the Company shall have the right, upon written notice to the Administrative Agent and the respective Issuing Bank, to re-designate such RF Letter of Credit as a CL Letter of Credit, in effect each case so long as (i) each such CL Letter of Credit may otherwise be issued in accordance with, and will not violate, the above limitations and requirements of this Section and (ii) the Company certifies in writing to the Administrative Agent and the respective Issuing Bank that the conditions specified in Sections 4.01(b) and (c) are then satisfied. Upon satisfaction of the aforesaid conditions, (x) the respective Issuing Bank shall re-designate the affected RF Letter of Credit as a CL Letter of Credit, and (y) a new CL Letter of Credit shall be deemed issued at such time under this Agreement. No Letter of Credit shall be issued, increased in stated amount, or renewed or extended without the prior consent of the Administrative Agent, such consent to be limited to the question of whether such issuance, increase, renewal or extension is being effected on the Closing Dateterms and conditions of this Agreement.
Appears in 1 contract
Samples: Amendment Agreement (Celanese Corp)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of CreditCredit or the amendment, renewal or extension of an outstanding Letter of Credit (other than any automatic renewal permitted pursuant to paragraph (c) of this Section), the Lead Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by such Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed requested 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be requested by the applicable Issuing Bank as necessary to issueenable such Issuing Bank to prepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 Lead Borrower to, or entered into by the Lead Borrower with, the applicable An Issuing Bank relating shall not be obligated to issue any trade Letter of Credit, the terms Credit (unless it otherwise consents) and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by the Lead Borrower with the applicable Issuing Bank relating to any no 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if unless (and on the upon issuance, amendment, renewal or extension or renewal of each any Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar sum of the LC Exposure does shall not exceed the Dollar Letter of Credit LC Sublimit, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Aggregate Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Exposure shall not exceed the Total Dollar Aggregate Revolving Credit Commitment and Commitment, (iii) the sum face amount of the Letters of Credit issued by the applicable Issuing Bank shall not exceed the LC Commitment of such Issuing Bank (xunless it otherwise agrees) and (iv) following the effectiveness of any Maturity Date Extension Request with respect to the Revolving Commitments of any Class, the LC Exposure in respect of all Letters of Credit of such Class having an expiration date after the fifth Business Day prior to the applicable Existing Maturity Date shall not exceed the aggregate outstanding principal amount Revolving Commitments of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage such Class of the Dollar LC Obligations of Consenting Lenders extended pursuant to Section 2.22. Each Issuing Bank agrees that it shall not permit any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 occur unless it shall give to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy written notice thereof as required under paragraph (l) of such this Section. Notwithstanding anything herein to the contrary, an Issuing Bank shall have no obligation hereunder to issue any Letter of Credit if (x) any law applicable to such Issuing Bank from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit the issuance of letters of credit generally or amendment. Notwithstanding anything the Letter of Credit in particular or (y) such issuance shall violate such Issuing Bank’s internal policies that are applicable to the contrary contained herein, there shall be no extensions or renewals letters of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Datecredit generally.
Appears in 1 contract
Samples: Credit Agreement (ZimVie Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a any Letter of Credit, the Lead Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing BankBank or, in the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a 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. 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 Lead 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such Letter of Credit. If requested by the applicable Issuing BankBank in connection with any request for any Letter of Credit, the Lead 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 Creditform. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable 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 voidvoid (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). A Dollar No Letter of Credit may be issued, amended, extended or renewed only if unless (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, renewal (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) the sum of (x) the aggregate outstanding principal amount Stated Amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus Letters of Credit issued by an Issuing Bank does not exceed such Issuing Bank’s LC Commitment and (yiii) (A) the aggregate amount of all Dollar LC Obligations under the Dollar Initial Revolving Facility would Credit Exposure shall not exceed the Total Dollar aggregate amount of the Initial Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewalCommitments then in effect, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (yB) the aggregate amount of all Multicurrency LC Obligations would the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the Total Multicurrency aggregate amount of the Additional Revolving Credit Commitment Commitments of such Class then in effect and (iiiC) if such Letter of Credit has a term extending beyond any Maturity Date applicable to the sum Revolving Credit Commitments of (x) any Class, the Dollar Equivalent aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit CommitmentsCommitments then in 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 an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent (if so requested by the Administrative Agent) a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to Upon receipt of such Letter of Credit or amendment, the contrary contained hereinAdministrative Agent shall notify the Revolving Lenders, there shall be no extensions in writing, of such Letter of Credit or renewals amendment, and if so requested by a Revolving Lender, the Administrative Agent will provide such Revolving Lender with copies of the Existing Letters such Letter of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing DateCredit or amendment.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a any Letter of Credit, the Lead relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing BankBank or, in the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a 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 heretohereto 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 Lead 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such Letter of Credit. If requested by the applicable Issuing BankBank in connection with any request for any Letter of Credit, the Lead relevant Borrower (or the Top Borrower on behalf of the relevant 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 Creditform. 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 (or the Lead Top Borrower on behalf of any Borrower) to, or entered into by any Borrower (or the Lead 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. No Letter of Credit, letter of credit application or other document entered into by any Borrower (or the Lead Top Borrower on behalf of any Borrower) with the applicable 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 voidvoid (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). A Dollar No Letter of Credit may be issued, amended, extended or renewed only if unless (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead 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, renewal (i) (A) the Dollar LC Exposure of an Issuing Bank does not exceed the Letter of Credit Sublimit of such Issuing Bank and (B) the aggregate LC Exposure does not exceed the Dollar aggregate Letter of Credit Sublimit, Sublimit and (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (yA) the aggregate amount of all Dollar LC Obligations under the Dollar Initial Revolving Facility would Credit Exposure shall not exceed the Total Dollar aggregate amount of the Initial Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewalCommitments then in effect, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (yB) the aggregate amount of all Multicurrency LC Obligations would the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the Total Multicurrency aggregate amount of the Additional Revolving Credit Commitment Commitments of such Class then in effect and (iiiC) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of if such Letter of Credit or amendment. Notwithstanding anything has a term extending beyond the Maturity Date applicable to the contrary contained hereinRevolving Credit Commitments of any Class, there shall be no extensions or renewals the aggregate amount of the Existing LC Exposure attributable to Letters of Credit, which shall expire in accordance with Credit expiring after such Maturity Date does not exceed the terms thereof as aggregate amount of the Revolving Credit Commitments then in effect on the Closing 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, the Lead applicable North American Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three (3) Business Days in advance of the 133208524_1 requested date of issuance (or such shorter period as is acceptable to the applicable Issuing BankBank or, in the case of any issuance to be made on the Second Amendment Effective Date, one (1) Business Day prior to the Second Amendment Effective Date), a request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit K B-2 attached heretohereto (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 Lead 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary reasonably requested by the applicable Issuing Bank to issue, amend, extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 the Lead any North American Borrower to, or entered into by the Lead 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 the Lead 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 Dollar Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead applicable North American Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) in the Dollar case of any Letter of Credit, the LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) in the sum case of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency a Canadian Letter of Credit may be issuedCredit, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency Canadian LC Exposure does not exceed the Multicurrency Canadian Letter of Credit Sublimit, (iiiii) the sum of Total Revolving Credit Exposure does not exceed the Aggregate Commitment, (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (yiv) the aggregate amount of all Multicurrency LC Obligations would Initial Revolving Credit Exposure does not exceed the Total Multicurrency North American Line Cap and (v) the aggregate Initial Revolving Credit Commitment Exposure attributable to Credit Extensions made to the Canadian Borrower and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility Spanish Borrower would not collectively exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitmentsthe 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 Lead applicable North American Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
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 or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or 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, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable an Issuing Bank, the Lead 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimitsubject to Section 2.05, (ii) the sum of (x) the aggregate outstanding principal amount undrawn Dollar Amount of all Dollar Revolving Loans made under outstanding Letters of Credit issued by the Dollar Revolving Facility applicable Issuing Bank at such time plus (y) the aggregate amount Dollar Amount of all LC Disbursements made such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed its Letter of Credit Commitment, (ii) subject to Section 2.05, the aggregate undrawn Dollar LC Obligations under Amount of all outstanding Letters of Credit issued by the Issuing Banks shall not exceed $250,000,000, (iii) no Lender’s Dollar Amount of Revolving Exposure shall exceed its Commitment, (iv) subject to Section 2.05, the Dollar Amount of the Revolving Facility would Exposure shall not exceed the Total Dollar Revolving Credit Aggregate Commitment and (iiiv) subject to Section 2.05, the sum Dollar Amount of (x) the aggregate total outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar and LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would Exposure, in each case denominated in Foreign Currencies, shall not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitmentsthe Foreign Currency Sublimit. A Multicurrency The Borrower may, at any time and from time to time, reduce the Letter of Credit may be issued, amended, extended or renewed only if (and on Commitment of any Issuing Bank with the issuance, amendment, extension or renewal consent of each such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit the Lead Borrower shall be deemed to represent and warrant that)Commitment of any Issuing Bank if, after giving effect to of such issuancereduction, amendment, extension, or renewal, the conditions set forth in clauses (i) the Multicurrency LC Exposure does through (iv) above shall not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Datesatisfied.
Appears in 1 contract
Samples: Credit Agreement (Myr Group Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To (i) In order to request the issuance of a Letter of Credit (or to amend, renew or extend an existing Letter of Credit), the Lead Administrative Borrower shall hand deliver or fax to the applicable Issuing Bank and the Administrative Agent, Agent (not later than 1:00 p.m. (New York City time) at least three five (5) Business Days in advance of the requested date of issuance (or such shorter period as is such Issuing Bank and the Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be) an L/C Extension Notice together with such Issuing Bank’s Letter of Credit application form (if any), appropriately completed and signed by a Responsible Officer of the Administrative Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank), a 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 Lead 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, extended renewed or renewedextended, and specifying the proposed 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) below), the amount of such Letter of Credit, the name and other details address of the beneficiary thereof, the documents to be presented by such beneficiary in case of any drawing thereunder, the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, the nature of the proposed amendment (in the case of an amendment), extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied application form required by the applicable Issuing Bank and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew prepare such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (if, and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead theeach Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) the sum of extension (x) the aggregate outstanding principal amount of all Dollar Aggregate Revolving Loans made under Credit Exposure shall not exceed the Dollar Total Revolving Facility plus Credit Commitment and (y) the aggregate face amount of all Dollar LC Obligations under the Dollar Revolving Facility would Letters of Credit issued by any Issuing Bank shall not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, its L/C Commitment.
(ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of No Issuing Bank shall be under any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any amendment law applicable to a such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit to an advising bank in particular or shall impose upon such Issuing Bank with respect thereto to such Letter of Credit any restriction, reserve or to the beneficiary thereof, the applicable capital requirement (for which such Issuing Bank will also deliver is not otherwise compensated hereunder) not in effect on the Fourth Amendment Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Fourth Amendment Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it;
(B) the Lead Borrower and the Administrative Agent a true and complete copy issuance of such Letter of Credit would violate one or amendment. Notwithstanding anything more policies of such Issuing Bank applicable to letters of credit generally;
(C) except as otherwise agreed by the contrary contained hereinAdministrative Agent and such Issuing Bank, there such Letter of Credit is in an initial stated amount less than $10,000;
(D) such Letter of Credit is to be denominated in a currency other than Dollars; or
(E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iii) No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no extensions or renewals obligation at such time to issue the Letter of the Existing Letters of Credit, which shall expire Credit in accordance with its amended form under the terms thereof as in effect on hereof or (B) the Closing Datebeneficiary of such Letter of Credit does not accept the proposed amendment thereto.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of CreditCredit by any Issuing Bank (or the amendment, renewal (other than an automatic renewal permitted pursuant to paragraph (c) of this Section) or extension of an outstanding Letter of Credit issued by any Issuing Bank), the Lead Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the recipient) to the applicable such Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form signed by the Borrower 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed by the applicable Issuing Bank only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar Total LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit$250,000,000, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Total Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Credit Exposure shall not exceed the Total Dollar aggregate Revolving Credit Commitment Commitments and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage portion of the Dollar Total LC Obligations Exposure attributable to Letters of any Dollar Revolving Lender under the Dollar Revolving Facility would not Credit issued by such Issuing Bank will not, unless such Issuing Bank shall so agree in writing, exceed such Dollar Revolving LenderIssuing Bank’s Dollar Revolving Credit CommitmentsLC Commitment. A Multicurrency No Issuing Bank shall be under any obligation to issue, amend, renew or extend any Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that)if, after giving effect to such requested issuance, amendment, renewal or extension, such Issuing Bank’s Revolving Credit Exposure would exceed its Revolving Credit Commitment or renewalif:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Law applicable to such Issuing Bank or any request or directive (iwhether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the Multicurrency LC Exposure does not exceed the Multicurrency issuance of letters of credit generally or such Letter of Credit Sublimitin particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (iifor which such Issuing Bank is not otherwise compensated hereunder) not in effect on the sum 2015 Amendment Execution Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the 2015 Amendment Execution Date and which such Issuing Bank in good xxxxx xxxxx material to it;
(B) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $100,000; or
(C) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (x) such Issuing Bank would have no obligation at such time to issue the Dollar Equivalent Letter of Credit in its amended form under the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus terms hereof or (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to does not accept the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Dateproposed amendment thereto.
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 or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver to or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the 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, at least Agent no less than three Business Days in advance of the requested date of issuance (issuance, amendment, renewal or extension, or such shorter time period as is acceptable to the applicable Issuing Bank), ) a request to issue notice in substantially the form attached hereto as Exhibit D requesting the issuance of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day) and other details ), the identity of the amendmentIssuing Bank selected to issue such Letter of Credit, extension or renewal. Requests for the issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be reasonably necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead Borrower also shall submit a letter of credit application on such the applicable 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar aggregate LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit$75,000,000, (ii) the sum LC Exposure with respect to all Letters of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Credit issued by any individual Issuing Bank shall not exceed the Total Dollar its Letter of Credit Commitment, (iii) no Lender’s Revolving Credit Commitment Exposure shall exceed its Revolving Commitment, and (iiiiv) the sum of (x) the aggregate outstanding principal amount of all Dollar total Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would Credit Exposures shall not exceed such Dollar the total Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency The Borrower may, at any time and from time to time, reduce the Letter of Credit may be issued, amended, extended or renewed only if (and on Commitment of any Issuing Bank with the issuance, amendment, extension or renewal consent of each such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit the Lead Borrower shall be deemed to represent and warrant that)Commitment of any Issuing Bank if, after giving effect to such issuancereduction, amendment, extension, or renewal, the conditions set forth in clauses (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and through (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would above shall not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Datesatisfied.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Taubman Centers Inc)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a any Letter of Credit, the Lead Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing BankBank or, in the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a 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 heretoCredit 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 Lead Borrower shall submit such a request 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such Letter of Credit. If requested by the applicable Issuing BankBank in connection with any request for any Letter of Credit, the Lead 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 Creditform. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable any Issuing Bank relating to any Letter of Credit shall contain any representations representation or warrantieswarranty, covenants covenant or events event of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and voidvoid (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). A Dollar No Letter of Credit may be issued, amended, extended or renewed only if unless (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, renewal (i) (A) the Dollar LC Exposure does not exceed the Dollar Letter of Credit 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) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (yA) the aggregate amount of all Dollar LC Obligations under the Dollar Initial Revolving Facility would Credit Exposure shall not exceed the Total Dollar aggregate amount of the Initial Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewalCommitments then in effect, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (yB) the aggregate amount of all Multicurrency LC Obligations would the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the Total Multicurrency aggregate amount of the Additional Revolving Credit Commitment 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 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 of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of with respect to any Letter of Credit to be issued by Barclays or HSBC, 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters is a Standby Letter of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
Appears in 1 contract
Samples: First Lien Credit Agreement (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 or extension of an outstanding Letter of Credit), the Lead Borrower Representative shall deliver by hand or facsimile (or transmit through Electronic System, if arrangements for doing so have been approved by the Issuing Bank) to the applicable Issuing Bank and the Administrative AgentAgent (reasonably in advance of, at least but in any event no less than three (3) Business Days in advance of the requested date of issuance prior (or such shorter period as is acceptable may be agreed by the Administrative Agent and such Issuing Bank in its reasonable discretion) to the applicable Issuing Bank)requested date of issuance, amendment, renewal or extension) a request to issue notice requesting the issuance of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by In addition, as a condition to any such Letter of Credit issuance, the applicable Issuing Bank, Borrower shall have entered into a continuing agreement (or other letter of credit agreement) for the Lead Borrower also 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 standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar aggregate LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit$5,000,000, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar no Revolving Loans made under the Dollar Lender’s Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Exposure shall exceed its Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Aggregate Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower Exposure shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent lesser of the aggregate outstanding principal amount of all Multicurrency Aggregate Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing DateBorrowing Base.
Appears in 1 contract
Samples: Credit Agreement (Gogo Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver to or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to an Issuing Bank and the Administrative Agent, at least Agent (three Business Days in advance of the requested date of issuance (issuance, amendment, renewal or extension) a notice substantially in the form of Exhibit D or such shorter period as is other form reasonably acceptable to such Issuing Bank requesting the applicable Issuing Bank), a request to issue issuance of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable such Issuing Bank, the Lead 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) the sum of (xi)(x) the aggregate outstanding principal undrawn amount of all Dollar Revolving Loans made under outstanding Letters of Credit issued by the Dollar Revolving Facility relevant Issuing Bank at such time plus (y) the aggregate amount of all Dollar LC Obligations under Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Dollar Revolving Facility would Borrower at such time shall not exceed the Total Dollar Revolving lesser of its Letter of Credit Commitment or its Commitment, (ii) the LC Exposure shall not exceed $150,000,000 and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving total Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower Exposures shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit total Commitments. Promptly after Notwithstanding the delivery of foregoing, no Issuing Bank shall issue, amend, renew or extend any Letter of Credit or any amendment to if 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 Lead Borrower Default has occurred and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Dateis continuing.
Appears in 1 contract
Samples: Credit Agreement (Sysco Corp)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or telecopy (or transmit by electronic communication (e-mail), if arrangements for doing so have been approved by the designated Issuing Bank) to the applicable designated Issuing Bank and the Administrative Agent, at least three Agent not less than five Business Days (or such 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 or extension) a notice (a “Letter of Credit Request”) requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension renewal or renewal of any extension, the date on which such Letter of Credit must be accompanied by is to expire (which shall comply with Section 2.05(f)), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing BankBank that has been requested to issue such Letter of Credit, the Lead 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. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that)if, after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) at any time prior to the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, Stated Maturity Date (iiA) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would total Credit Exposures at any time shall not exceed the Total Dollar Revolving Credit Commitment and Commitment, (iiiB) the sum LC Exposure in respect of (x) the aggregate outstanding principal amount Committed Letters of all Dollar Revolving Loans of Credit issued by any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would Issuing Bank shall not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency the Letter of Credit may be issuedCommitment of such Issuing Bank and (C) the total LC Exposure shall not exceed the LC Sublimit, amendedand (ii) at any time on and after the Stated Maturity Date, extended no Lender shall have any Credit Exposure or renewed only if (and on LC Exposure. Upon the issuance, amendment, renewal or extension or renewal of each Letter of Credit Credit, the Lead Borrower shall be deemed to represent and warrant that), after giving effect to Issuing Bank that has issued such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimitwill notify the Administrative Agent, (ii) who, in turn, will notify the sum of (x) the Dollar Equivalent Lenders, of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy type of such Letter of Credit that is issued, amended, renewed or amendment. Notwithstanding anything extended pursuant to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Datethis Agreement.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit, the Lead Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three Business Days in advance of the requested date of issuance Credit (or such shorter period as is acceptable to the applicable Issuing Bank), a 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, renewal or extension or renewal of an outstanding Letter of Credit), the Borrower shall deliver (other or transmit by electronic communication (including by email or facsimile), if arrangements for doing so have been approved by the applicable Issuing Bank) to the relevant Issuing Bank and the Administrative Agent not later than any automatic extension 1:00 p.m. at least two Business Days (or such later date and time as the Administrative Agent and such Issuing Bank may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be a notice requesting the issuance of a Letter of Credit permitted under Section 2.05(c)) the Lead 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 amendmentCredit, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable an Issuing Bank, the Lead 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 All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the event of any inconsistency between Closing Date shall be subject to and governed by the terms and conditions of this Agreement and the terms and conditions of and, subject to Section 2.05(a) above, any form of letter of credit application or other agreement submitted by the Lead Borrower to, or entered into by the Lead Borrower with, the applicable an Issuing Bank relating to any Letter such Existing Letters 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 the Lead Borrower with the applicable Issuing Bank relating to any .
(i) A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar total LC Exposure does shall not exceed $600,000,000 (the Dollar Letter of Credit “LC Sublimit, (ii”) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage each of the Dollar LC Obligations of any Dollar Revolving Lender Credit Extension Conditions shall be satisfied. If the conditions for borrowing under Section 4.02 cannot be fulfilled, the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter Required Lenders may direct the Issuing Banks to, and the Issuing Banks thereupon shall, cease to issue Letters of Credit may (other than Permitted Overadvances) until such conditions can be issued, amended, extended satisfied or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, are waived in accordance with Section 9.02.
(ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of No Issuing Bank shall be under any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any amendment law applicable to a such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit to an advising bank in particular or shall impose upon such Issuing Bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit any restriction, reserve or amendment. Notwithstanding anything capital requirement (for which such Issuing Bank is not otherwise compensated or entitled to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as compensation hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good xxxxx xxxxx material to it and for which such Issuing Bank is not otherwise compensated or entitled to compensation hereunder;
(B) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, the Letter of Credit is in an initial stated amount less than $100,000;
(D) any Revolving Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Senior Loan Obligations in respect of Letters of Credit as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(E) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(F) the issuance of such Letter of Credit would cause the aggregate amount of the Letters Credit issued by such Issuing Bank to exceed such Issuing Bank’s LC Commitment.
(iii) No Issuing Bank shall be under any obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Rite Aid Corp)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a any Letter of Credit, the Lead 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 BankBank 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 request to issue a written Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit K attached heretoCredit 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 Lead Borrower shall submit such a request written Letter of Credit Request (which may be transmitted by electronic communication, including an Approved Borrower Portal, if arrangements for doing so have been approved by the respective Issuing Bank) 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such Letter of Credit. If requested by the applicable Issuing BankBank in connection with any request for any Letter of Credit, the Lead Borrower shall also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Creditform. In the event of any inconsistency inconsistencyconflict 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable any Issuing Bank relating to any Letter of Credit shall contain any representations representation or warrantieswarranty, covenants covenant or events event of default not set forth that is in direct conflict with this Agreement (and to the extent inconsistent herewith shall be rendered null and void)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)Agreement. A Dollar No Letter of Credit may be issued, amended, extended or renewed only if unless (and on the issuance, amendment, extension or renewal of each Letter of Credit Credit, the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, renewal (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) the sum portion of the LC Exposure attributable to Letters of Credit issued by any Issuing Bank does not exceed the LC Commitment of such Issuing Bank (xunless otherwise agreed by such Issuing Bank) and (iii) (A) the aggregate outstanding principal amount Revolving Credit Exposure of all Dollar any Lender does not exceed such Lxxxxx’s Revolving Loans made under the Dollar Revolving Facility plus Credit Commitment, (yB) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency aggregate amount of the Revolving Credit Commitments then in effect and (C) if such Letter of Credit Sublimithas a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency the LC Obligations would Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the Total Multicurrency aggregate amount of the Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as Commitments then in effect on the Closing 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 CreditCredit or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this Section), the Lead applicable Borrower shall hand deliver or fax (or transmit by electronic communication of a “pdf” or similar copy, if arrangements for doing so have been approved by the recipient) to the applicable Issuing Bank and the Administrative Agent, at least three Business Days reasonably in advance of the requested date of issuance (issuance, amendment, renewal or such shorter period as is acceptable to the applicable Issuing Bank)extension, a request to issue notice requesting the issuance of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed requested 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueenable the applicable Issuing Bank to prepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 Creditsuch request. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon each issuance, amendment, renewal or extension or renewal of each any Letter of Credit the Lead applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar LC Exposure does will not exceed the Dollar Letter of Credit SublimitUS$25,000,000, (ii) the sum portion of (x) the aggregate outstanding principal amount LC Exposure attributable to Letters of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Credit issued by any Issuing Bank will not exceed the Total Dollar Revolving Credit LC Commitment and of such Issuing Bank, (iii) the sum of no Lender will have a Revolving Exposure greater than its Commitment, (xiv) the aggregate outstanding principal amount Aggregate Revolving Exposure will not exceed the lesser of all Dollar the Aggregate Commitment then in effect and the Aggregate Borrowing Base then in effect and (v) the U.S. Revolving Loans Exposure will not exceed the U.S. Borrowing Base then in effect. The Company may, at any time and from time to time, reduce the LC Commitment of any Dollar Revolving Lender made under Issuing Bank with the Dollar Revolving Facility plus (y) consent of such Issuing Bank; provided that the Dollar Revolving Applicable Percentage of Company shall not reduce the Dollar LC Obligations Commitment of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that)Issuing Bank if, after giving effect to such reduction, the conditions set forth in clause (ii) above shall not be satisfied. Each Issuing Bank agrees that it shall not permit any issuance, amendment, extension, renewal or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter extension of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 occur unless it shall have given to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy written notice thereof required under paragraph (l) of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Datethis Section.
Appears in 1 contract
Samples: Credit Agreement (GoPro, Inc.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of CreditCredit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal or extension permitted pursuant to Section 2.05(c))), the Lead Borrower Company shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the recipient) to the applicable Issuing Bank and the Administrative Agent, Agent at least three five Business Days (or such shorter period as may be agreed by such Issuing Bank) in advance of the requested date of issuance, amendment, renewal or extension a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed requested 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with Section 2.05(c)), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueenable the applicable Issuing Bank to prepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead Borrower Company also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a such request. A Letter of Credit. In Credit shall be issued, amended to increase the event amount thereof, renewed or extended only if (and upon each issuance, amendment, renewal or extension 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 Lead Borrower to, or entered into by the Lead 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 the Lead 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 Dollar Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewalthereto, (i) the Dollar LC Exposure does attributable to Letters of Credit issued by any Issuing Bank will not exceed the Dollar Letter LC Commitment of Credit Sublimitsuch Issuing Bank, (ii) the sum of LC Exposure will not exceed the LC Sublimit, (xiii) no Lender’s Credit Exposure will exceed its Tranche 1 Commitment, (iv) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Total Tranche 1 Credit Exposure will not exceed the Total Dollar Revolving Credit Commitment Tranche 1 Commitments and (iiiv) in the event the Maturity Date shall have been extended as provided in Section 2.19, the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter Exposure attributable to Letters of Credit may be issued, amended, extended or renewed only if (expiring after any Existing Maturity Date and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed Swingline Exposure attributable to represent and warrant that), Swingline Loans maturing after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does Existing Maturity Date will not exceed the Multicurrency Letter sum of the Tranche 1 Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy latest maturity date of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing DateSwingline Loans.
Appears in 1 contract
Samples: Credit Agreement (Aqua America Inc)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic renewal permitted pursuant to paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or transmit by 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 12:00 Noon, New York City time, at least three two (2) Business Days in advance of the requested date of issuance (or such shorter period of time as is acceptable to the applicable Issuing Bank)Bank may agree in its sole discretion) prior to the requested date of issuance, amendment, renewal or extension, a request to issue notice requesting the issuance of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 Credit (other agreement submitted by the Lead Borrower to, or entered into by the Lead Borrower with, the applicable Issuing Bank relating to any than an Existing 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed by an Issuing Bank only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar portion of the Total LC Exposure does not attributable to Letters of Credit issued by such Issuing Bank will not, unless such Issuing Bank shall so agree in its sole discretion, exceed the Dollar Letter LC Issuance Limit of Credit Sublimitsuch Issuing Bank, (ii) the sum of Total LC Exposure will not exceed $500,000,000, (xiii) no Lender’s Revolving Credit Exposure will exceed its Revolving Commitment and (iv) the aggregate outstanding principal amount of all Dollar Total Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Credit Exposure will not exceed the Total Dollar Aggregate Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
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 or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or telecopy (or transmit by electronic communication (e-mail), if arrangements for doing so have been approved by the designated Issuing Bank) to the applicable designated Issuing Bank and the Administrative Agent, at least three Agent not less than five Business Days (or such lesser number as may be otherwise acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal or extension) a notice (a “Letter of Credit Request”) requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension renewal or renewal of any extension, the date on which such Letter of Credit must be accompanied by is to expire (which shall comply with Section 2.05(f)), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing BankBank that has been requested to issue such Letter of Credit, the Lead 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. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that)if, after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) at any time prior to the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, Stated Maturity Date (iiA) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would total Credit Exposures at any time shall not exceed the Total Dollar Revolving Credit Commitment and Commitment, (iiiB) the sum LC Exposure in respect of (x) the aggregate outstanding principal amount Committed Letters of all Dollar Revolving Loans of Credit issued by any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would Issuing Bank shall not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency the Letter of Credit may be issuedCommitment of such Issuing Bank and (C) the total LC Exposure shall not exceed the LC Sublimit, amendedand (ii) at any time on and after the Stated Maturity Date, extended no Lender shall have any Credit Exposure or renewed only if (and on LC Exposure. Upon the issuance, 36 Revolving Credit Facility amendment, renewal or extension or renewal of each Letter of Credit Credit, the Lead Borrower shall be deemed to represent and warrant that), after giving effect to Issuing Bank that has issued such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimitwill notify the Administrative Agent, (ii) who, in turn, will notify the sum of (x) the Dollar Equivalent Lenders, of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy type of such Letter of Credit that is issued, amended, renewed or amendment. Notwithstanding anything extended pursuant to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Datethis Agreement.
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 (other than an automatic renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or 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, at least three Agent (five Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed Approved Currency, the 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, whether the Letter of Credit is to be accompanied by issued for its own account or for the account of a Subsidiary (provided that the Borrower shall be a co-applicant, and therefore jointly and severally liable, with respect to each Letter of Credit issued for the account of a Subsidiary), the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Revolving L/C Exposure does shall not exceed the Dollar Letter of Credit Sublimittotal L/C Commitment, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar total Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Credit Exposure shall not exceed the Total Dollar total Revolving Credit Commitment Facility Commitments and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower Alternate Currency L/C Exposure shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Alternate Currency L/C Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
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 or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or telecopy (or transmit by electronic communication in accordance with Section 9.01 hereof) to the applicable Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance issuance, amendment, renewal or extension, but in any event no less than three (3) Business Days, or with respect to Letters of Credit to be issued in Swedish Krona, such shorter longer period as is acceptable required by the Issuing Bank from time to time) a notice requesting the applicable Issuing Bank), a request to issue issuance of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Applicable Currency, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) the sum of (x) the aggregate outstanding principal amount undrawn Dollar Amount of all Dollar Revolving Loans made under outstanding Letters of Credit issued by the Dollar Revolving Facility Issuing Bank at such time plus (y) the aggregate amount Dollar Amount of all Dollar LC Obligations under Disbursements made the Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed its Letter of Credit Commitment, (ii) the Dollar Amount of any Lender’s Revolving Facility would Credit Exposure shall not exceed the Total Dollar Revolving Credit its Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage Amount of the Dollar LC Obligations of any Dollar Total Revolving Lender under the Dollar Revolving Facility would Credit Exposure shall not exceed such Dollar Revolving Lender’s Dollar Revolving Credit the total Commitments. A Multicurrency The Borrower may, at any time and from time to time, reduce the Letter of Credit may be issued, amended, extended or renewed only if (and on Commitment of any Issuing Bank; provided that the issuance, amendment, extension or renewal of each Borrower shall not reduce the Letter of Credit the Lead Borrower shall be deemed to represent and warrant that)Commitment of any Issuing Bank if, after giving effect to of such issuancereduction, amendment, extension, or renewal, the conditions set forth in clauses (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and through (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would above shall not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Datesatisfied.
Appears in 1 contract
Samples: Credit Agreement (Dexcom Inc)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of CreditCredit or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this Section 2.05), the Lead Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the respective Issuing Bank) to the applicable an Issuing Bank selected by it and to the Administrative Agent, at least three Business Days reasonably in advance of the requested date of issuance (issuance, amendment, renewal or such shorter period as is acceptable to the applicable Issuing Bank)extension, a request to issue notice executed by a Financial Officer requesting the issuance of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed requested 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section 2.05), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueenable the applicable Issuing Bank to prepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 Creditsuch request. In the event of any inconsistency between the terms and conditions of this Agreement such letter of credit application and the terms and conditions of any form of letter of credit application or other agreement submitted by the Lead Borrower to, or entered into by the Lead Borrower with, the applicable Issuing Bank relating to any Letter of Creditthis Agreement, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon each issuance, amendment, renewal or extension or renewal of each any Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar LC Exposure does will not exceed the Dollar Letter of Credit Sublimit$100,000,000, (ii) the sum of (x) LC Exposure with respect to the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would applicable Issuing Bank shall not exceed such Issuing Bank’s Issuing Bank Sublimit (provided that any Issuing Bank may (in its sole discretion), but shall not be obligated to, issue Letters of Credit in excess of such Issuing Bank’s Issuing Bank Sublimit; provided further that, for the Total Dollar Revolving avoidance of doubt, if an Issuing Bank agrees (in its sole discretion) to issue Letters of Credit Commitment in excess of such Issuing Bank’s Issuing Bank Sublimit, any such Letter of Credit issued in excess of such Issuing Bank’s Issuing Bank Sublimit shall constitute a Letter of Credit for all purposes of this Agreement and the other Loan Documents) and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Aggregate Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would Exposure will not exceed such Dollar the Aggregate Revolving Lender’s Dollar Revolving Credit CommitmentsCommitment. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 occur unless it shall have given to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy written notice thereof required under paragraph (m) of this Section 2.05. On the ClosingFourth Amendment Effective Date, the Existing Letters of Credit shall be deemed Letters of Credit issued hereunder. An Issuing Bank shall not be under any obligation to issue 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 such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or amendment. Notwithstanding anything shall impose upon such Issuing Bank with respect to the contrary contained hereinsuch Letter of Credit any restriction, there shall be no extensions reserve or renewals of the Existing Letters of Credit, capital requirement (for which shall expire in accordance with the terms thereof as such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date.
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Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of CreditCredit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than any automatic renewal permitted pursuant to clause (c) of this Section 2.06)), the Lead 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 AgentAgent (reasonably in advance of, at least but in any event no less than three Business Days (or in advance the case of a Letter of Credit denominated in an Alternative Currency, five Business Days) prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed 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 clause (c) of this Section 2.06) and other details whether such Letter of the amendment, extension or renewal. Requests for the issuance, amendment, Credit shall contain automatic extension or renewal provisions, the amount of any such Letter of Credit must be accompanied by Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Exposure does shall not exceed $25 million (the Dollar “Letter of Credit Sublimit”), (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Aggregate Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Credit Exposure shall not exceed the Total Dollar aggregate Revolving Credit Commitment Commitments of all Revolving Lenders and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar no Issuing Bank’s LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not Exposure shall exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency its Letter of Credit may be issued, amended, extended or renewed only if (and Sublimit Allocation as set forth on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing DateSchedule.
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Samples: Incremental Facility Amendment (Jamf Holding Corp.)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead applicable Borrower shall hand deliver or 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, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed date of issuance, amendment, renewal or xtension (which shall be a Business Day) and other details of ), the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the account party or account parties with respect to such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 the Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Credit, such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal,
(i) the Dollar LC Aggregate Outstanding Credit Exposure does will not exceed the Dollar Letter of Credit SublimitAggregate Commitment, (ii) the sum Committed Credit Exposure of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would any Lender will not exceed the Total Dollar Revolving Credit Commitment and its Commitment, (iii) the sum Subsidiary Credit Exposure of any Borrowing Subsidiary will not exceed the Subsidiary Sublimit of such Borrowing Subsidiary, (xiv) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage portion of the Dollar LC Obligations Exposure attributable to Letters of any Dollar Revolving Lender under Credit issued by the Dollar Revolving Facility would applicable Issuing Bank will not exceed the LC Commitment of such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter Issuing Bank and (v) if the Commitment Termination Date shall have been extended pursuant to Section 2.23(a) with respect to some of but not all the Lenders, the portion of the LC Exposure attributable to Letters of Credit may be issued, amended, extended or renewed only if with expiry dates after the Existing Commitment Termination Date (as defined in Section 2.23(a)) will not exceed the portion of the Aggregate Commitment attributable to the Commitments of the Consenting Lenders (as defined in Section 2.23(a)). If the Required Lenders notify the Issuing Banks that a Default exists and on instruct the Issuing Banks to suspend the issuance, amendment, renewal or extension of Letters of Credit, no Issuing Bank shall issue, amend, renew or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of extend any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to without the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals consent of the Existing Letters of Credit, which Required Lenders until such notice is withdrawn by the Required Lenders (and each Lender that shall expire in accordance with the terms thereof have delivered such notice agrees promptly to withdraw it at such time as in effect on the Closing Dateno Default exists).
Appears in 1 contract
Samples: Five Year Revolving Credit Agreement (Central Illinois Public Service Co)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or facsimile (or transmit by a “pdf” or other electronic communication) to the applicable Issuing Bank and the Administrative Agent, at least three two Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, substantially in the form of Exhibit K E attached heretohereto (each a “Letter of Credit Request”). To request an amendment, extension or renewal of an outstanding a Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the Lead Borrower shall submit such a request on its letterhead, addressed to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three 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, extended renewed or renewedextended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, renewal or extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit$125,000,000 (as such amount may be decreased pursuant to Section 2.09(c)), (ii) the sum aggregate amount of the Credit Extensions at such time shall not exceed the Available Commitments and (iii) the result of (A) the aggregate amount of the Credit 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 Cash Collateral Cap at such time) shall not exceed the lesser of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus Available Commitments and (y) the aggregate amount Borrowing Base. No Issuing Bank shall be required to issue, amend, renew or extend any Letter of all Dollar LC Obligations under Credit beyond its Commitment. For the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and avoidance of doubt, clause (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations immediately preceding sentence shall apply regardless of whether any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter Letters of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter constitute Collateralized Letters of Credit or whether any cash collateral is then on deposit in the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency Designated LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit CommitmentsCollateral 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 the Lead 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 anything 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 contrary contained herein, there shall be no extensions or renewals Administrative Agent and such Issuing Bank (including the delivery of the Existing Letters of Credit, which shall expire in accordance cash collateral) to eliminate any Fronting Exposure associated with the terms thereof as in effect on the Closing Datesuch Lender.
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. (i) To request the issuance of a Letter of Credit, the Lead Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three Business Days in advance of the requested date of issuance Credit (or such shorter period as is acceptable to the applicable Issuing Bank), a 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, renewal or extension or renewal of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (other than or transmit through Electronic System, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of, but in any automatic extension event prior to 9:00 am, Houston time, at least three (3) Business Days prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit permitted under Section 2.05(c)) the Lead 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 amendmentCredit, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any .
(ii) A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower Representative shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (iA) (x) the Dollar aggregate LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit, (iiB) no Lender’s Revolving Exposure shall exceed its Commitment and (C) the sum Aggregate Revolving Exposure shall not exceed the lesser of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus Aggregate Commitment and (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentBorrowing Base. Notwithstanding the foregoing or anything to the contrary contained herein, there 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 Letter of Credit Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrowers may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Letter of Credit Sublimit in effect at the time of such request, and each such Issuing Bank agrees to consider, in its sole discretion, any such request in good faith but shall have no extensions or renewals obligation to issue such requested Letter of Credit. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Letter of Credit Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Letter of Credit Sublimit of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause (i) of this Section 2.07(b).
(iii) The parties hereto agree that the Existing Letters of CreditCredit will automatically, which shall expire in accordance with the terms thereof as in effect without any further action on the Closing Date.part of any Person, be deemed to be Letters of Credit hereunder issued hereunder. Without limiting the foregoing (i) each such Existing Letter of Credit shall be included in the calculation of the L/C Exposure, (ii) all liabilities of the Borrowers and the other Loan Parties with respect to such Existing Letters of Credit shall constitute Obligations and (iii) each Lender shall have reimbursement obligations with respect to such Existing Letters of Credit as provided in Section 2.07(e). 509265-2130-15343-Active.25699682.17
Appears in 1 contract
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of CreditCredit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this Section)), the Lead Borrower shall deliver to Company or the applicable Borrowing Subsidiary shall hand deliver or facsimile or email to an Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 the Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, it will not result in (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimitexceeding US$75,000,000, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) LC Exposure attributable to Letters of Credit issued by any Issuing Bank exceeding the aggregate amount LC Commitment of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and such Issuing Bank, (iii) the sum of total US Tranche Revolving Credit Exposures exceeding the total US Tranche Commitments, (xiv) the aggregate outstanding principal amount of all Dollar US Tranche Revolving Loans Credit Exposure of any Dollar Revolving US Tranche Lender made under the Dollar Revolving Facility plus exceeding such Lender’s US Tranche Commitment, (yv) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar total Multicurrency Tranche Revolving Credit Exposures exceeding the total Multicurrency Tranche Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (ivi) the Multicurrency LC Revolving Credit Exposure does not exceed the of any Multicurrency Letter of Credit SublimitTranche Lender exceeding such Lender’s Multicurrency Tranche Commitment, (iivii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency total Revolving Credit Commitment and Exposures plus the total Competitive Loan Exposures exceeding the total Commitments or (iiiviii) in the event the Maturity Date shall have been extended as provided in Section 2.09(e), the sum of (xA) the Dollar Equivalent total LC Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and (B) the total Competitive Loan Exposures attributable to Competitive Loans maturing after such Existing Maturity Date exceeding the total Commitments with a Maturity Date later than the expiration date of the aggregate outstanding principal amount last of all Multicurrency Revolving Loans such Letters of any Multicurrency Revolving Lender made under Credit and the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage maturity of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy last of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing DateCompetitive Loans.
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Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit, the Lead applicable North American 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 BankBank or, in the case of any issuance to be made on the Second Amendment Effective Date, one (1) Business Day prior to the Second Amendment Effective Date), a request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit K B-2 attached heretohereto (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 Lead 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary reasonably requested by the applicable Issuing Bank to issue, amend, extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 the Lead any North American Borrower to, or entered into by the Lead 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 the Lead 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 Dollar Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead applicable North American Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) in the Dollar case of any Letter of Credit, the LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) in the sum case of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency a Canadian Letter of Credit may be issuedCredit, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency Canadian LC Exposure does not exceed the Multicurrency Canadian Letter of Credit Sublimit, (iiiii) the sum of Total Revolving Credit Exposure does not exceed the Aggregate Commitment, (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (yiv) the aggregate amount of all Multicurrency LC Obligations would Initial Revolving Credit Exposure does not exceed the Total Multicurrency North American Line Cap and (v) the aggregate Initial Revolving Credit Commitment Exposure attributable to Credit Extensions made to the Canadian Borrower and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility Spanish Borrower would not collectively exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitmentsthe 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 Lead applicable North American Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
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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 or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable an Issuing Bank, the Lead 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar amount of the LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit$20,000,000, (ii) the sum of (x) the aggregate outstanding principal undrawn amount of all Dollar Revolving Loans made under the Dollar Revolving Facility outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amount of all Dollar LC Obligations under Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Dollar Revolving Facility would Borrower at such time shall not exceed the Total Dollar Revolving such Issuing Bank’s Letter of Credit Commitment and (iii) the sum of (x) Total Revolving Credit Exposures shall not exceed the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Commitments and (iv) each Lender’s Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would Credit Exposure shall not exceed such Dollar Revolving Lender’s Dollar Revolving Credit CommitmentsCommitment. A Multicurrency The Borrower may, at any time and from time to time, reduce or increase, as the case may be, the Letter of Credit may be issued, amended, extended Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce or renewed only if (and on increase the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that)Commitment of any Issuing Bank if, after giving effect to of such issuancereduction or increase, amendmentas applicable, extension, or renewal, the conditions set forth in the immediately preceding clauses (i) the Multicurrency LC Exposure does through (iv) shall not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Datesatisfied.
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Samples: Credit Agreement (Angiodynamics Inc)
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Lead CSW Borrower shall hand deliver or fax (or transmit through Electronic Systems, if arrangements for doing so have been approved by the Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three Business Days) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof, and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead CSW 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. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead CSW Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar aggregate LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit$25,000,000, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar no Lender’s Revolving Loans made under the Dollar Exposure shall exceed its Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and Commitment, (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Aggregate Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower Exposure shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, aggregate Revolving Commitments and (iiiv) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would Foreign Currency Exposure shall not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentForeign Currency Sublimit. Notwithstanding the foregoing or anything to the contrary contained herein, there no Issuing Bank shall be no extensions obligated to issue or renewals modify any Letter of Credit if, immediately after giving effect thereto, the Existing outstanding LC Exposure in respect of all Letters of CreditCredit 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, which shall expire it is understood and agreed that the CSW Borrower may from time to time request that an Issuing Bank issue Letters of Credit in accordance with the terms thereof as excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations on the Closing Dateaggregate LC Exposure set forth in clause (i) of this Section 2.05(b).
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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 or extension of an outstanding Letter of Credit), the Lead Borrower Company shall hand deliver or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the relevant account party, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit; provided, however, that notwithstanding the foregoing, no Existing Letter of Credit shall be extended beyond, or renewed following, the current expiry date thereof or amended to accomplish the foregoing or to increase the undrawn face amount from the current undrawn face amount thereof, but rather shall terminate on its current expiry date and, if the Company so requests, may be reissued as a new Letter of Credit in accordance with the terms hereof by JPMorgan or one of its Affiliates in its capacity as Issuing Bank. If requested by the applicable Issuing Bank, the Lead Borrower Company 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. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar amount of the LC Exposure does shall not exceed $50,000,000 and (ii) subject to Section 2.04, the total Revolving Credit Exposures shall not exceed the Dollar Letter of Credit Sublimit, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Aggregate Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing DateCommitment.
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Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit, the Lead Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a 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 Lead 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, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend, extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 Lead Borrower to, or entered into by the Lead 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 the Lead 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 Dollar Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Dollar LC Exposure does not exceed the Dollar Letter of Credit Sublimit, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the #94168740v7#95106251v8 Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in accordance with the terms thereof as in effect on the Closing Date.
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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 or extension of an outstanding Letter of Credit), the Lead Borrower shall hand deliver or fax (or transmit through Electronic System, if arrangements for doing so have been approved by the Issuing Bank) to the applicable Issuing Bank and the Administrative Agent, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three Business Days) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, renewal or renewal, extension (i) the Dollar aggregate LC Exposure does shall not exceed the Dollar Letter of Credit Sublimit$2,500,000, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar no Lender’s Revolving Credit Exposure shall exceed its Revolving Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Aggregate Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Lead Borrower Exposure shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after Notwithstanding the delivery of any Letter of Credit foregoing 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 Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary contained herein, there no Issuing Bank shall be no extensions obligated to issue or renewals 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 may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Existing Letters Credit Agreement, and shall not affect the Issuing Bank Sublimit of Creditany other Issuing Bank, which shall expire in accordance with subject to the terms thereof as in effect limitations on the Closing Dateaggregate LC Exposure set forth in clause (i) of this Section 2.06(b).
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Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of CreditCredit or the amendment, renewal or extension of an outstanding Letter of Credit (other than any automatic renewal permitted pursuant to paragraph (c) of this Section), the Lead Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the recipient) to the applicable Issuing Bank and the Administrative Agent, at least three Business Days reasonably in advance of the requested date of issuance (issuance, amendment, renewal or such shorter period as is acceptable to the applicable Issuing Bank)extension, a request to issue notice requesting the issuance of 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 Lead 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, extended renewed or renewedextended, and specifying the proposed requested 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by 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 (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueenable the applicable Issuing Bank to prepare, amend, renew or extend or renew such Letter of Credit. If requested by the applicable Issuing Bank, the Lead 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 Creditsuch request. 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 Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon each issuance, amendment, renewal or extension or renewal of each any Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar LC Exposure does will not exceed the Dollar Letter of Credit Sublimit, $50,000,000 and (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Aggregate Revolving Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would Exposure will not exceed the Total Dollar Aggregate Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of Commitment. Each Issuing Bank agrees that it shall not permit any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. 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 occur unless it shall have given to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy written notice thereof required under paragraph (l) of such Letter of Credit or amendmentthis Section. Notwithstanding anything to the contrary contained herein, there no Issuing Bank shall be no extensions or renewals required to issue any Letter of Credit if, after giving effect thereto, the Existing aggregate amount of outstanding Letters of Credit, which shall expire in accordance with Credit issued by it would exceed the terms thereof as in effect on the Closing Dateamount of its LC Commitment.
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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 or extension of an outstanding Letter of Credit), the Lead applicable Borrower shall hand deliver or 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, at least three Business Days Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue of 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 Lead 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, extended renewed or renewedextended, 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 issuance, amendment, extension or renewal of any date on which such Letter of Credit must be accompanied by is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the account party or account parties with respect to such Letter of Credit, the name and address of the beneficiary thereof and such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issueprepare, amend, renew or extend or renew such Letter of Credit, together, in the case of a request for an issuance of a Letter of Credit, with draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank. If requested by the applicable Issuing Bank, the Lead 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 the Lead Borrower to, or entered into by the Lead 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 the Lead Borrower with the applicable Issuing Bank relating to any A 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 Dollar Letter of Credit may be issued, amended, renewed or extended or renewed only if (and on the upon issuance, amendment, renewal or extension or renewal of each Letter of Credit the Lead Credit, such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, or renewal, (i) the Dollar LC Aggregate Outstanding Credit Exposure does will not exceed the Dollar Letter of Credit SublimitAggregate Commitment, (ii) the sum Revolving Credit Exposure of any Lender will not exceed its Commitment, (iii) the Borrower Credit Exposure of the Borrower requesting such Letter of Credit will not exceed the Borrower Sublimit of such Borrower, (iv) the portion of the LC Exposure attributable to Letters of Credit issued by the applicable Issuing Bank will not, unless such Issuing Bank shall so agree, exceed the LC Commitment of such Issuing Bank and (v) the LC Exposure will not exceed $250,000,000. Notwithstanding the foregoing, no Issuing Bank shall be required to (A) issue, amend, renew or extend any Letter of Credit (w) other than in Dollars, (x) if any order, judgment or decree of any governmental authority shall enjoin or restrain, or by its terms purport to enjoin or restrain, such Issuing Bank from issuing such Letter of Credit, (y) if any applicable law or any order, request or directive (whether or not having the aggregate outstanding principal amount force of all Dollar Revolving Loans made law) of 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 or impose upon such Issuing Bank any restriction, reserve or capital requirement with respect to such Letter of Credit not in effect on the Restatement Effective Date for which such Issuing Bank is not otherwise compensated (or assured to its satisfaction that it will be compensated) hereunder or any unreimbursed loss, cost or expense not applicable to such Issuing Bank on the Restatement Effective Date, which such Issuing Bank deems in good faith to be material to it and for which such Issuing Bank is not otherwise compensated (or assured to its satisfaction that it will be compensated) hereunder, or (z) if, for Letters of Credit to be issued jointly for the account of either Borrower and any of its subsidiaries in accordance with Section 2.4(a), the applicable Issuing Bank has not received documentation that it shall have reasonably requested in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, with respect to such subsidiaries and (C) in the case of any Letter of Credit containing an automatic renewal provision, permit the extension of such Letter of Credit if (x) such Issuing Bank would have no obligation, at such time, to issue such Letter of Credit under the Dollar Revolving Facility plus terms hereof and (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Total Dollar Revolving Credit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving Loans of any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage Issuing Bank gives notice of the Dollar LC Obligations non-renewal thereof to the applicable Borrower and the beneficiary prior to the last date on which, under and pursuant to the terms of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitments. A Multicurrency Letter of Credit may Credit, such notice will be issued, amended, extended or renewed only if (effective to prevent such renewal. If the Required Lenders notify the Issuing Banks that a Default exists with respect to a requesting Borrower and on instruct the Issuing Banks to suspend the issuance, amendment, renewal or extension or renewal of each Letter Letters of Credit for the Lead Borrower account of such Borrower, no Issuing Bank shall be deemed to represent and warrant that)issue, after giving effect to such issuanceamend, amendment, extension, renew or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of extend any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to for the beneficiary thereof, the applicable Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy account of such Letter of Credit Borrower or amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals Company without the consent of the Existing Letters of Credit, which Required Lenders until such notice is withdrawn by the Required Lenders (and each Lender that shall expire in accordance with the terms thereof have delivered such notice agrees promptly to withdraw it at such time as in effect on the Closing Dateno Default exists).
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Samples: Credit Agreement (Union Electric Co)