Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may require. (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit. (iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder. (iv) Promptly after 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 L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Sun Communities Inc), Credit Agreement (Sun Communities Inc)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the a Revolving Credit Borrower delivered to the L/C Issuer applicable Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the BorrowerApplicable Borrower or such Restricted Subsidiary for whose account such Letter of Credit is to be issued. Such Letter of Credit Application must be received by such L/C Issuer the applicable Issuing Bank and the Administrative Agent not later than 11:00 a.m. (New York City time) at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Bank may agree in writing in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuerthe applicable Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer Issuing Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer the applicable Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer Issuing Bank may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after following receipt by the applicable Issuing Bank of any Letter of Credit Application, the L/C Issuer will confirm with written confirmation from the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable a Letter of Credit, that one or more applicable conditions contained Credit is permitted in Article V shall not then be satisfiedaccordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Applicable Borrower or the applicable Restricted Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C IssuerIssuing Bank’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of CreditCredit (or an amendment increasing the face amount thereof), each Lender shall be deemed toto purchase, and hereby absolutely, irrevocably and unconditionally agrees topurchases, purchase from such L/C Issuer Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage Pro Rata Share times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer applicable Issuing Bank will also deliver to the Applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Dana Inc), Credit and Guaranty Agreement (Dana Inc)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower Company delivered to the L/C Issuer (with a copy to the Administrative Agent) Lender in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent Lender not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C IssuerLender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer Lender (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer Lender may require. Additionally, the Borrower Company shall furnish to such L/C Issuer and the Administrative Agent Lender such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent Lender may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) Upon Lender’s determination that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer Lender shall, on the requested date, issue a Letter of Credit for the account of Company (or the Borrower applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C IssuerLender’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Diodes Inc /Del/), Credit Agreement (Diodes Inc /Del/)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer applicable Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer Official of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the applicable Issuing Bank and the Administrative Agent not later than 11:00 a.m. 1:00 p.m., New York time, at least two 3 Business Days (or such later date and time as the Administrative Agent and such L/C Issuer applicable Issuing Bank may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C IssuerIssuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer the Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Bank (Aw) the Letter of Credit to be amended; (Bx) the proposed date of amendment thereof (which shall be a Business Day); (Cy) the nature of the proposed amendment; and (Dz) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent Issuing Bank may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice Upon receipt by the Issuing Bank of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuerthe Issuing Bank’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such LenderBank’s Applicable Percentage Pro Rata Share times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer Issuing Bank will also (x) deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentamendment and (y) notify the Borrower and the Administrative Agent of any return, surrender or cancellation of any Letter of Credit.
Appears in 2 contracts
Samples: Revolving Loan Agreement (Kb Home), Revolving Loan Agreement (Kb Home)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower Borrowers delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Principal Borrower. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may require. Additionally, the Borrower Borrowers shall furnish to such the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such the L/C Issuer or the Administrative Agent may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or Subsidiary thereof or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer will also deliver to the Borrower Borrowers and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Highwoods Realty LTD Partnership), Credit Agreement (Highwoods Realty LTD Partnership)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Bank and the Administrative Agent not later than 11:00 a.m. 12:00 p.m., central time at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Bank may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuerthe Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer the Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent Issuing Bank may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice Upon receipt by the Issuing Bank of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s the Issuing Bank's usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees toto and hereby does, purchase from such L/C Issuer the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable 's Percentage Share times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Comstock Resources Inc), Credit Agreement (Comstock Resources Inc)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer an Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Financial Officer of the BorrowerBorrower and, if requested by the applicable Issuing Bank, of the Subsidiary for whose account such Letter of Credit is to be issued or amended. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Bank and the Administrative Agent not later than 11:00 a.m. a.m., New York City time, at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer the 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuerthe Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; (H) the Person (whether the Borrower or a Subsidiary) for whose account such Letter of Credit is to be issued; and (HI) such other matters as such L/C Issuer the Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer the Issuing Bank may require. Additionally, the Borrower shall furnish to such L/C Issuer the Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer the Issuing Bank or the Administrative Agent may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer the Issuing Bank has received written notice from any Lender, the Administrative Agent or any Loan Partythe Borrower, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or a Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuerthe Issuing Bank’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer the Issuing Bank shall not permit any such extension if an Event (A) the Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Default Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.4(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is continuing hereunderseven (7) Business Days before the Non-Extension Notice Date (1) from Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.2 is not then satisfied, and in each such case directing the Issuing Bank not to permit such extension.
(iv) Promptly after 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 L/C Issuer Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit Agreement (Borgwarner Inc), Credit Agreement (Borgwarner Inc)
Procedures for Issuance and Amendment of Letters of Credit. (ia) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer an Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit L/C Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit L/C Application must be received by such L/C Issuer Issuing Lender and the Administrative Agent not later than 11:00 a.m. A.M. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Lender 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit L/C Application shall specify in form and detail satisfactory to such L/C IssuerIssuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer Issuing Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit L/C Application shall specify in form and detail satisfactory to such L/C Issuer Issuing Lender (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer Issuing Lender may require. Additionally, the Borrower shall furnish to such L/C Issuer Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, amendment as such L/C Issuer Issuing Lender or the Administrative Agent may require.
(iib) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Application, such Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit L/C Application from the Borrower and, if not, such L/C Issuer Issuing Lender will provide the Administrative Agent with a copy thereof. Unless Administrative Agent will promptly notify each Lender of the receipt of such L/C Issuer Application. Unless such Issuing Lender has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or a Subsidiary Guarantor, as applicable) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C IssuerIssuing Lender’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Aggregate Exposure Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(ivc) Promptly after 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 L/C Issuer such Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(d) In the event of any conflict between the terms hereof and the terms of any L/C Application, the terms hereof shall control.
Appears in 2 contracts
Samples: Credit Agreement (Chesapeake Midstream Partners Lp), Credit Agreement (Chesapeake Midstream Partners, L.P.)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the a Borrower Party delivered to the L/C Letter of Credit Issuer selected by such Borrower Party with respect to such Letter of Credit (with a copy to the Administrative Agent) in the form of a Letter of Request for Credit ApplicationExtension, together with a Borrowing Base Certificate, each appropriately completed and signed by a Responsible Officer of the Borrowersuch Borrower Party. Such Request for Credit Extension may be sent by fax, by United States mail, by overnight courier, by electronic transmission using the system provided by the Letter of Credit Application Issuer, by personal delivery or by any other means reasonably acceptable to the Letter of Credit Issuer. Such Request for Credit Extension must be received by such L/C the Letter of Credit Issuer and the Administrative Agent not later than 11:00 a.m. at least two three (3) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer 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, of any Letter of Credit (or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion). In the case of a request for an initial issuance of a Letter of Credit, such Letter of Request for Credit Application Extension shall specify in form and detail satisfactory to such L/C the Letter of Credit Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C the Letter of Credit Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of the related Request for Credit Application Extension shall specify in form and detail satisfactory to such L/C Issuer the Letter of Credit Issuer: (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such L/C the Letter of Credit Issuer may reasonably require. Additionally, the applicable Borrower Party shall furnish to such L/C the Letter of Credit Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C the Letter of Credit Issuer or the Administrative Agent may reasonably require. Each Request for Credit Extension submitted by a Borrower Party shall be deemed to be a representation and warranty that the conditions specified in Section 7.02(a) and (b) have been satisfied on and as of the date of the issuance or amendment of any Letter of Credit.
(ii) Promptly after receipt of any Request for Credit Extension relating to a Letter of Credit, the Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Request for Credit Application Extension from the a Borrower Party and, if not, such L/C the Letter of Credit Issuer will provide the Administrative Agent with a copy thereof. The Letter of Credit Issuer shall also promptly notify each Funding Agent (which in turn shall promptly notify each Committed Lender in its Lender Group) of the Request for Credit Extension and the terms thereof. Unless such L/C the Letter of Credit Issuer has received written notice from any Committed Lender, the Administrative Agent or any Loan Borrower Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V Section 7 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C the Letter of Credit Issuer shall, on the requested date, issue a Letter of Credit for the account of the such Borrower Party or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C the Letter of Credit Issuer’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Committed Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C the Letter of Credit Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Committed Lender’s Applicable Percentage times the amount of such Letter of Credit. With the approval of Administrative Agent and the Letter of Credit Issuer, the risk participation of each Committed Lender shall terminate upon the occurrence of the Maturity Date and the full and final payment of the Obligations (other than the Cash Collateralized Letter of Credit Liability described below), and the Issuer Documents, rather than this Credit Agreement, shall govern the rights and obligations of Administrative Agent, Letter of Credit Issuer and Borrower Parties with respect to such Letter of Credit Liability, so long as Borrower has Cash Collateralized all Letter of Credit Liability then outstanding, to the reasonable satisfaction of Administrative Agent and Letter of Credit Issuer.
(iii) If the a Borrower Party so requests in any applicable Request for Letter of Credit, the Letter of Credit ApplicationIssuer may, the L/C Issuer shall in its sole and reasonable discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Auto Extension Letter of Credit”); provided that any such Auto-Auto Extension Letter of Credit must permit such L/C the Letter of Credit Issuer to prevent any such extension at least once in each twelve-month twelve (12)-month period (commencing with the date of issuance of such Letter of Credit) by giving at least five (5) days’ prior notice to the beneficiary thereof not later than a day and the Borrower (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Letter of Credit Issuer, a Borrower Party shall not be required to make a specific request to the Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C the Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Collateralization Date; provided, however, that such L/C the Letter of Credit Issuer shall not permit any such extension if: (A) the Letter of Credit Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.08(a) or otherwise); or (B) it has received written notice on or before the day that is five (5) Business Days before the Non-Extension Notice Date: (1) from Administrative Agent that the Required Lenders have elected not to permit such extension; or (2) from Administrative Agent, any Lender or any Borrower Party that one or more of the applicable conditions specified in Section 7.02 and, if an Event applicable, Section 7.03, is not then satisfied, and in each such case directing the Letter of Default is continuing hereunder.Credit Issuer not to permit such extension
(iv) Promptly after 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 L/C Letter of Credit Issuer will also deliver to the applicable Borrower Party and the Administrative Agent and each Funding Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Revolving Credit Agreement (TCW Direct Lending VII LLC), Revolving Credit Agreement (TCW Direct Lending VII LLC)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Authorized Officer of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Bank and the Administrative Agent not later than 11:00 a.m. (Charlotte, North Carolina time) at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer the 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuerthe Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer the Issuing Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer the Issuing Bank may reasonably require. Additionally, the Borrower shall furnish to such L/C Issuer the Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer LOC Documents, as such L/C Issuer the Issuing Bank or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer the Issuing Bank has received written notice from any Lender, the Administrative Agent or any Loan Credit Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuerthe Issuing Bank’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Revolving Commitment Percentage times multiplied by the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Ventas Inc), Credit and Guaranty Agreement (Ventas Inc)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit (other than with respect to deemed issuance of Existing Letters of Credit) shall be issued or amended, as the case may be, upon the request of the Borrower Borrowers delivered to the L/C Issuer applicable Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Such Letter of Credit Application must be received by such L/C Issuer the applicable Issuing Bank and the Administrative Agent not later than 11:00 a.m. A.M. (New York City time) at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Bank may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuerthe applicable Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer Issuing Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer the applicable Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer Issuing Bank may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit ApplicationApplication for a Letter of Credit, the L/C Issuer applicable Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower Borrowers and, if not, such L/C Issuer Issuing Bank will provide the Administrative Agent with a copy thereof. Unless Upon receipt by such L/C Issuer has received written notice Issuing Bank of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower Borrowers or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C IssuerIssuing Bank’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage Pro Rata Share in respect of the Revolving Credit Facility times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer applicable Issuing Bank will also deliver to the Borrower Borrowers and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Senior Secured Revolving Facility Credit Agreement (Chemtura CORP), Senior Secured Revolving Facility Credit Agreement (Chemtura CORP)
Procedures for Issuance and Amendment of Letters of Credit. (ia) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer an Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit L/C Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit L/C Application must be received by such L/C Issuer Issuing Lender and the Administrative Agent not later than 11:00 a.m. A.M. Central time at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Lender 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit L/C Application shall specify in form and detail satisfactory to such L/C IssuerIssuing Lender: (Ai) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (Bii) the amount thereof; (Ciii) the expiry date thereof; (Div) the name and address of the beneficiary thereof; (Ev) the documents to be presented by such beneficiary in case of any drawing thereunder; (Fvi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (Hvii) such other matters as such L/C Issuer Issuing Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit L/C Application shall specify in form and detail satisfactory to such L/C Issuer Issuing Lender (Aw) the Letter of Credit to be amended; (Bx) the proposed date of amendment thereof (which shall be a Business Day); (Cy) the nature of the proposed amendment; and (Dz) such other matters as such L/C Issuer Issuing Lender may require. Additionally, the Borrower shall furnish to such L/C Issuer Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, amendment as such L/C Issuer Issuing Lender or the Administrative Agent may require.
(iib) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Application, such Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit L/C Application from the Borrower and, if not, such L/C Issuer Issuing Lender will provide the Administrative Agent with a copy thereof. Unless Administrative Agent will promptly notify each Lender of the receipt of such L/C Issuer Application. Unless such Issuing Lender has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or a Subsidiary Guarantor, as applicable) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C IssuerIssuing Lender’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Aggregate Exposure Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(ivc) Promptly after 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 L/C Issuer such Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(d) In the event of any conflict between the terms hereof and the terms of any L/C Application, the terms hereof shall control.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Access Midstream Partners Lp)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the a Borrower Party delivered to the L/C Letter of Credit Issuer selected by such Borrower Party with respect to such Letter of Credit (with a copy to the Administrative Agent) in the form of a Letter of Request for Credit ApplicationExtension, together with a Borrowing Base Certificate, each appropriately completed and signed by a Responsible Officer of the Borrowersuch Borrower Party. Such Request for Credit Extension may be sent by fax, by United States mail, by overnight courier, by electronic transmission using the system provided by the Letter of Credit Application Issuer, by personal delivery or by any other means acceptable to the Letter of Credit Issuer. Such Request for Credit Extension must be received by such L/C the Letter of Credit Issuer and the Administrative Agent not later than 11:00 a.m. at least two three (3) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer 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, of any Letter of Credit (or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion). In the case of a request for an initial issuance of a Letter of Credit, such Letter of Request for Credit Application Extension shall specify in form and detail satisfactory to such L/C the Letter of Credit Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C the Letter of Credit Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of the related Request for Credit Application Extension shall specify in form and detail satisfactory to such L/C Issuer the Letter of Credit Issuer: (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.;
Appears in 2 contracts
Samples: Revolving Credit Agreement (TCW Direct Lending LLC), Revolving Credit Agreement (TCW Direct Lending LLC)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the a Borrower Party delivered to the L/C Letter of Credit Issuer selected by such Borrower Party with respect to such Letter of Credit (with a copy to the Administrative Agent) in the form of a Letter of Request for Credit ApplicationExtension, together with a Borrowing Base Certificate, each appropriately completed and signed by a Responsible Officer of the Borrowersuch Borrower Party. Such Request for Credit Extension may be sent by fax, by United States mail, by overnight courier, by electronic transmission using the system provided by the Letter of Credit Application Issuer, by personal delivery or by any other means acceptable to the Letter of Credit Issuer. Such Request for Credit Extension must be received by such L/C the Letter of Credit Issuer and the Administrative Agent not later than 11:00 a.m. at least two three (3) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer 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, of any Letter of Credit (or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion). In the case of a request for an initial issuance of a Letter of Credit, such Letter of Request for Credit Application Extension shall specify in form and detail satisfactory to such L/C the Letter of Credit Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C the Letter of Credit Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of the related Request for Credit Application Extension shall specify in form and detail satisfactory to such L/C Issuer the Letter of Credit Issuer: (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such L/C the Letter of Credit Issuer may reasonably require. Additionally, the applicable Borrower Party shall furnish to such L/C the Letter of Credit Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C the Letter of Credit Issuer or the Administrative Agent may reasonably require. Each Request for Credit Extension submitted by a Borrower Party shall be deemed to be a representation and warranty that the conditions specified in Section 7.02(a) and (b) have been satisfied on and as of the date of the issuance or amendment of any Letter of Credit.
(ii) Promptly after receipt of any Request for Credit Extension relating to a Letter of Credit, the Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Request for Credit Application Extension from the a Borrower Party and, if not, such L/C the Letter of Credit Issuer will provide the Administrative Agent with a copy thereof. The Letter of Credit Issuer shall also promptly notify each Funding Agent (which in turn shall promptly notify each Committed Lender in its Lender Group) of the Request for Credit Extension and the terms thereof. Unless such L/C the Letter of Credit Issuer has received written notice from any Committed Lender, the Administrative Agent or any Loan Borrower Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V Section 7 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C the Letter of Credit Issuer shall, on the requested date, issue a Letter of Credit for the account of the such Borrower Party or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C the Letter of Credit Issuer’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Committed Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C the Letter of Credit Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Committed Lender’s Applicable Percentage times the amount of such Letter of Credit. With the approval of Administrative Agent and the Letter of Credit Issuer, the risk participation of each Committed Lender shall terminate upon the occurrence of the Maturity Date and the full and final payment of the Obligations (other than the Cash Collateralized Letter of Credit Liability described below), and the Issuer Documents, rather than this Credit Agreement, shall govern the rights and obligations of Administrative Agent, Letter of Credit Issuer and Borrower Parties with respect to such Letter of Credit Liability, so long as Borrower has Cash Collateralized all Letter of Credit Liability then outstanding, to the satisfaction of Administrative Agent and Letter of Credit Issuer, in their respective sole discretion.
(iii) If the a Borrower Party so requests in any applicable Request for Letter of Credit, the Letter of Credit ApplicationIssuer may, the L/C Issuer shall in its sole and reasonable discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C the Letter of Credit Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Letter of Credit Issuer, a Borrower Party shall not be required to make a specific request to the Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C the Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Collateralization Date; provided, however, that such L/C the Letter of Credit Issuer shall not permit any such extension if: (A) the Letter of Credit Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.8(a) or otherwise); or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date: (1) from Administrative Agent that the Required Lenders have elected not to permit such extension; or (2) from Administrative Agent, any Lender or any Borrower Party that one or more of the applicable conditions specified in Section 7.2 and, if an Event applicable, Section 7.3, is not then satisfied, and in each such case directing the Letter of Default is continuing hereunder.Credit Issuer not to permit such extension
(iv) Promptly after 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 L/C Letter of Credit Issuer will also deliver to the applicable Borrower Party and the Administrative Agent and each Funding Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 2 contracts
Samples: Revolving Credit Agreement (TCW Direct Lending LLC), Revolving Credit Agreement (TCW Direct Lending LLC)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer an Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Financial Officer of the BorrowerBorrower and, if requested by the applicable Issuing Bank, of the Subsidiary for whose account such Letter of Credit is to be issued or amended. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Bank and the Administrative Agent not later than 11:00 a.m. a.m., New York City time, at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer the 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuerthe Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; (H) the Person (whether the Borrower or a Subsidiary) for whose account such Letter of Credit is to be issued; and (HI) such other matters as such L/C Issuer the Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer the Issuing Bank may require. Additionally, the Borrower shall furnish to such L/C Issuer the Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer the Issuing Bank or the Administrative Agent may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer the Issuing Bank has received written notice from any Lender, the Administrative Agent or any Loan Partythe Borrower, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or a Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuerthe Issuing Bank’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such LenderXxxxxx’s Applicable Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer the Issuing Bank shall not permit any such extension if an Event (A) the Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Default Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.4(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is continuing hereunderseven (7) Business Days before the Non-Extension Notice Date (1) from Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.2 is not then satisfied, and in each such case directing the Issuing Bank not to permit such extension.
(iv) Promptly after 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 L/C Issuer Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Borgwarner Inc)
Procedures for Issuance and Amendment of Letters of Credit. (i1) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible an Authorized Officer of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Bank and the Administrative Agent not later than 11:00 a.m. (Pacific time) at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Bank may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuerthe Issuing Bank: (Ai) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (Bii) the amount thereof; (Ciii) the expiry date thereof; (Div) the name and address of the beneficiary thereof; (Ev) the documents to be presented by such beneficiary in case of any drawing thereunder; (Fvi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (Hvii) such other matters as such L/C Issuer the Issuing Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer the Issuing Bank (Ai) the Letter of Credit to be amended; (Bii) the proposed date of amendment thereof (which shall be a Business Day); (Ciii) the nature of the proposed amendment; and (Div) such other matters as such L/C Issuer the Issuing Bank may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require.
(ii2) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice Upon receipt by the Issuing Bank of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuerthe Issuing Bank’s usual reasonable and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage Share times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv3) Promptly after 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 L/C Issuer Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer applicable Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower or such Restricted Subsidiary for whose account such Letter of Credit is to be issued. Such Letter of Credit Application must be received by such L/C Issuer the applicable Issuing Bank and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Bank may agree in writing in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuerthe applicable Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer Issuing Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer the applicable Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer Issuing Bank may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Dana Holding Corp)
Procedures for Issuance and Amendment of Letters of Credit. Auto-Extension and Auto-Reinstatement Letters of Credit.
(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by such the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two three Business Days (or such later date and time as the Administrative Agent and such the applicable L/C Issuer 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such the applicable L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the applicable L/C Issuer may require. Additionally, the Borrower shall furnish to such the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such the applicable L/C Issuer or the Administrative Agent may require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such the applicable L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V Section 4.02 shall not then be satisfied, then, subject to the terms and conditions hereof, such the applicable L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such the applicable L/C Issuer’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer shall may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such the applicable L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Borrower shall not be required to make a specific request to the applicable L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such the applicable L/C Issuer shall not permit any such extension if an Event (A) the applicable L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Default Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise) or (B) it has received notice (in writing) on or before the day that is continuing hereunderseven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the applicable L/C Issuer not to permit such extension.
(iv) If the Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the applicable L/C Issuer, the Borrower shall not be required to make a specific request to the applicable L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the applicable L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the applicable L/C Issuer shall not permit such reinstatement if it has received a notice (in writing) on or before the day that is five Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Majority Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause (iv)) and, in each case, directing the applicable L/C Issuer not to permit such reinstatement.
(v) Promptly after 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 L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. On a monthly basis, each L/C Issuer shall deliver to the Administrative Agent (with a copy to the Borrower) a complete list of all outstanding Letters of Credit issued by such L/C Issuer.
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Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer applicable Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer Official of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the applicable Issuing Bank and the Administrative Agent not later than 11:00 a.m. 1:00 p.m., New York time, at least two 3 Business Days (or such later date and time as the Administrative Agent and such L/C Issuer applicable Issuing Bank may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C IssuerIssuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer the Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Bank (Aw) the Letter of Credit to be amended; (Bx) the proposed date of amendment thereof (which shall be a Business Day); (Cy) the nature of the proposed amendment; and (Dz) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent Issuing Bank may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice Upon receipt by the Issuing Bank of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuerthe Issuing Bank’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such LenderBank’s Applicable Percentage Pro Rata Share times the amount of such Letter of Credit.. LA\4060806.14
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer Issuing Bank will also (x) deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentamendment and (y) notify the Borrower and the Administrative Agent of any return, surrender or cancellation of any Letter of Credit.
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Samples: Revolving Loan Agreement (Kb Home)
Procedures for Issuance and Amendment of Letters of Credit. (ia) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer an Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit L/C Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit L/C Application must be received by such L/C Issuer Issuing Lender and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Lender 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit L/C Application shall specify in form and detail satisfactory to such L/C IssuerIssuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer Issuing Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit L/C Application shall specify in form and detail satisfactory to such L/C Issuer Issuing Lender (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer Issuing Lender may require. Additionally, the Borrower shall furnish to such L/C Issuer Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, amendment as such L/C Issuer Issuing Lender or the Administrative Agent may require.
(iib) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Application, such Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit L/C Application from the Borrower and, if not, such L/C Issuer Issuing Lender will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer Issuing Lender has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V SECTION 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the Company or a Subsidiary, as applicable) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s Issuing Lender's usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable 's Aggregate Exposure Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(ivc) Promptly after 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 L/C Issuer such Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(d) In the event of any conflict between the terms hereof and the terms of any L/C Application, the terms hereof shall control.
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Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Lender and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Lender may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuerthe Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer the Issuing Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Lender (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent Issuing Lender may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Lender will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice Upon receipt by the Issuing Lender of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s the Issuing Lender's usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Lender a risk participation in such Letter of Credit in an amount equal to its pro rata share of the product obligations under such Letter of Credit (based on the Revolving Commitment Percentage of such Lender’s Applicable Percentage times the amount of such Letter of Credit).
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
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Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the a Revolving Credit Borrower delivered to the L/C Issuer applicable Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the BorrowerApplicableapplicable Borrower or such Restricted Subsidiary for whose account such Letter of Credit is to be issued. Such Letter of Credit Application must be received by such L/C Issuer the applicable Issuing Bank and the Administrative Agent not later than 11:00 a.m. (New York City time) at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Bank may agree in writing in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuerthe applicable Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer Issuing Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer the applicable Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer Issuing Bank may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after following receipt by the applicable Issuing Bank of any Letter of Credit Application, the L/C Issuer will confirm with written confirmation from the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable a Letter of Credit, that one or more applicable conditions contained Credit is permitted in Article V shall not then be satisfiedaccordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Applicableapplicable Borrower or the applicable Restricted Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C IssuerIssuing Bank’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of CreditCredit (or an amendment increasing the face amount thereof), each Lender shall be deemed toto purchase, and hereby absolutely, irrevocably and unconditionally agrees topurchases, purchase from such L/C Issuer Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage Pro Rata Share times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer applicable Issuing Bank will also deliver to the Applicableapplicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
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Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer applicable Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer Official of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the applicable Issuing Bank and the Administrative Agent not later than 11:00 a.m. 1:00 p.m., New York time, at least two 3 Business Days (or such later date and time as the Administrative Agent and such L/C Issuer applicable Issuing Bank may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C IssuerIssuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested whether such Letter of CreditCredit is a Financial Letter of Credit or a Performance Letter of Credit hereunder; and (H) such other matters as such L/C Issuer Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the applicable Issuing Bank (Aw) the Letter of Credit to be amended; (Bx) the proposed date of amendment thereof (which shall be a Business Day); (Cy) the nature of the proposed amendment; and (Dz) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent Issuing Bank may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer applicable Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice Upon receipt by the applicable Issuing Bank of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C IssuerIssuing Bank’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the applicable Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such LenderBank’s Applicable Percentage Pro Rata Share times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, and to the L/C Issuer shall extent the applicable Issuing Bank in its sole discretion so agrees, the Issuing Banks may issue a Letter Letters of Credit that has with automatic extension provisions for successive one year periods (each, an “Auto-Extension Letter of Credit”) (it being understood that, after the issuance of an Auto Extension Letter of Credit, the Borrower shall not be required to make a specific request to the applicable Issuing Bank for any extension contemplated thereby in an additional Letter of Credit Application or otherwise, unless otherwise directed by the applicable Issuing Bank); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that the applicable Issuing Bank shall not permit any such extension if such Issuing Bank (A) has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (i) or (ii) of Section 2.5(a) or otherwise), (B) has received notice (in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date from the Administrative Agent, any Bank or the Borrower that one or more of the applicable conditions specified in Section 8.3 is not then satisfied and directing such Issuing Bank not to permit such extension or (C) has received notice (in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date from the Administrative Agent that the Required Banks have elected not to permit such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders Banks shall be deemed to have authorized (but may not require) such L/C Issuer the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunderCredit.
(iv) Promptly after 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 L/C Issuer applicable Issuing Bank will also (x) deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentamendment and (y) notify the Borrower and the Administrative Agent of any return, surrender or cancellation of any Letter of Credit.
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Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer LC Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit LC Application, appropriately completed and signed by a Responsible Senior Officer of the Borrower. Such Letter of Credit LC Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the LC Issuing Lender, by personal delivery or by any other means acceptable to the LC Issuing Lender. Such LC Application must be received by such L/C Issuer the LC Issuing Lender and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer the LC Issuing Lender 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit LC Application shall specify specify, in form and detail a manner satisfactory to such L/C Issuer: the LC Issuing Lender, the details required by the LC Issuing Lender, including (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); , (B) the amount thereof; , (C) the expiry date thereof; , (D) the name and address of the beneficiary thereof; , (E) the documents to be presented by such beneficiary in case of any drawing thereunder; , (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; thereunder and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit LC Application shall specify 90731114_8 specify, in form and detail a manner satisfactory to such L/C Issuer the LC Issuing Lender, the details required by the LC Issuing Lender, including (A) the Letter of Credit to be amended; , (B) the proposed date of amendment thereof (which shall be a Business Day); ) and (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer the LC Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any LC Issuer Documents, as such L/C Issuer the LC Issuing Lender or the Administrative Agent may require.
(ii) Promptly after receipt of any Letter of Credit LC Application, the L/C Issuer LC Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit LC Application from the Borrower and, if not, such L/C Issuer the LC Issuing Lender will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer the LC Issuing Lender has received written notice from any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer the LC Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower any Loan Party or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuerthe LC Issuing Lender’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the LC Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer LC Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) Lender in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer an authorized officer of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent Lender not later than 11:00 a.m. 12:00 noon at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Lender may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of issuance or amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent Lender such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent Lender may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent Unless Lender has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day determined prior to the requested date of issuance or amendment (to extend the expiry date or increase the face amount) of the applicable Letter of Credit, that one or more applicable conditions contained in this Article V 2A or in Article 7 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C IssuerLender’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer Lender to prevent any such extension in its sole discretion at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issuedUnless otherwise directed by Lender, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer Borrower shall not permit be required to make a specific request to Lender for any such extension if an Event of Default is continuing hereunderextension.
(iv) Promptly after 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 L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Loan Agreement (PCI Media, Inc.)
Procedures for Issuance and Amendment of Letters of Credit. (i1) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer Official of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m., Los Angeles time, at least two 3 Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Lender may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuerthe Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer the Issuing Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Lender (AW) the Letter of Credit to be amended; (BX) the proposed date of amendment thereof (which shall be a Business Day); (CY) the nature of the proposed amendment; and (DZ) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent Issuing Lender may require.
(ii2) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Lender will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice Upon receipt by the Issuing Lender of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuerthe Issuing Lender’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage Pro Rata Share times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv3) Promptly after 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 L/C Issuer Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Loan Agreement (Station Casinos Inc)
Procedures for Issuance and Amendment of Letters of Credit. (ia) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower Co-Borrowers delivered to the L/C Issuer an Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit L/C Application, appropriately completed and signed by a Responsible Officer of the each Co-Borrower. Such Letter of Credit L/C Application must be received by such L/C Issuer Issuing Lender and the Administrative Agent not later than 11:00 a.m. A.M. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Lender 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit L/C Application shall specify in form and detail satisfactory to such L/C IssuerIssuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer Issuing Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit L/C Application shall specify in form and detail satisfactory to such L/C Issuer Issuing Lender (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer Issuing Lender may require. Additionally, the Borrower Co-Borrowers shall furnish to such L/C Issuer Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, amendment as such L/C Issuer Issuing Lender or the Administrative Agent may require.
(iib) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Application, such Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit L/C Application from the Borrower Co-Borrowers and, if not, such L/C Issuer Issuing Lender will provide the Administrative Agent with a copy thereof. Unless Administrative Agent will promptly notify each Lender of the receipt of such L/C Issuer Application. Unless such Issuing Lender has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of a Co-Borrower (or the Borrower Company or a Subsidiary Guarantor, as applicable) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C IssuerIssuing Lender’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Aggregate Exposure Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(ivc) Promptly after 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 L/C Issuer such Issuing Lender will also deliver to the Borrower Co-Borrowers and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(d) In the event of any conflict between the terms hereof and the terms of any L/C Application, the terms hereof shall control.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer an Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Financial Officer of the BorrowerBorrower and, if requested by the applicable Issuing Bank, of the Subsidiary for whose account such Letter of Credit is to be issued or amended. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Bank and the Administrative Agent not later than 11:00 a.m. a.m., New York City time, at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer the 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuerthe Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; (H) the Person (whether the Borrower or a Subsidiary) for whose account such Letter of Credit is to be issued; and (HI) such other matters as such L/C Issuer the Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer the Issuing Bank may require. Additionally, the Borrower shall furnish to such L/C Issuer the Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer the Issuing Bank or the Administrative Agent may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer the Issuing Bank has received written notice from any Lender, the Administrative Agent or any Loan Partythe Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or a Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuerthe Issuing Bank’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Borgwarner Inc)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer applicable Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower or such Subsidiary for whose account such Letter of Credit is to be issued. Such Letter of Credit Application must be received by such L/C Issuer the applicable Issuing Bank and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Bank may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuerthe applicable Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer Issuing Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer the applicable Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer Issuing Bank may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer applicable Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer Issuing Bank will provide the Administrative Agent with a copy thereof. Unless Upon receipt by such L/C Issuer has received written notice Issuing Bank of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s Issuing Bank's usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage 's Pro Rata Share times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer applicable Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Senior Secured Debtor in Possession Credit Agreement (Dana Corp)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer applicable Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the applicable Issuing Bank and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Bank may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuerthe applicable Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer Issuing Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer the applicable Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer Issuing Bank may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit ApplicationApplication for a Letter of Credit, the L/C Issuer applicable Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer Issuing Bank will provide the Administrative Agent with a copy thereof. Unless Upon receipt by such L/C Issuer has received written notice Issuing Bank of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C IssuerIssuing Bank’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage Pro Rata Share in respect of the Revolving Credit Facility times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer applicable Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Senior Secured Debtor in Possession Credit Agreement (Chemtura CORP)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer applicable Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower or such Restricted Subsidiary for whose account such Letter of Credit is to be issued. Such Letter of Credit Application must be received by such L/C Issuer the applicable Issuing Bank and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Bank may agree in writing in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuerthe applicable Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer Issuing Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer the applicable Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer Issuing Bank may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after following receipt by the applicable Issuing Bank of any Letter of Credit Application, the L/C Issuer will confirm with written confirmation from the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable a Letter of Credit, that one or more applicable conditions contained Credit is permitted in Article V shall not then be satisfiedaccordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Restricted Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C IssuerIssuing Bank’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of CreditCredit (or an amendment increasing the face amount thereof), each Lender shall be deemed toto purchase, and hereby absolutely, irrevocably and unconditionally agrees topurchases, purchase from such L/C Issuer Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage Pro Rata Share times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer applicable Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower or any Co-Borrower delivered to the L/C Issuer relevant Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer Official of Borrower or the relevant Co-Borrower. Each Letter of Credit Application submitted by Borrower (or any Co-Borrower) shall be deemed to be a representation and warranty that the conditions specified in Section 8.3 have been satisfied on and as of the Borrowerdate of the issuance of the Letter of Credit requested thereby. Such Letter of Credit Application must be received by such L/C Issuer the relevant Issuing Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m., Las Vegas time, at least two three Business Days (or such later date and time as the Administrative Agent and such L/C Issuer relevant Issuing Lender may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuerthe relevant Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary W02-WEST:LAR\400019853.8 in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer the relevant Issuing Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the relevant Issuing Lender (AW) the Letter of Credit to be amended; (BX) the proposed date of amendment thereof (which shall be a Business Day); (CY) the nature of the proposed amendment; and (DZ) such other matters as such L/C Issuer the relevant Issuing Lender may require. Additionally, Borrower (or the Borrower applicable Co-Borrower) shall furnish to such L/C Issuer the relevant Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer the relevant Issuing Lender or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer relevant Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from Borrower or the relevant Co-Borrower and, if not, such L/C Issuer the relevant Issuing Lender will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice Upon receipt by the relevant Issuing Lender of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer the relevant Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of Borrower or the relevant Co-Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s the relevant Issuing Lender's usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the relevant Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage 's Pro Rata Share of the Revolving Commitment times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank Lender with respect thereto or to the beneficiary thereof, the L/C Issuer relevant Issuing Lender will also deliver to Borrower or the relevant Co-Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Loan Agreement (MGM Mirage)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) Agent in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. a.m., Central Time, at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may require.
(ii) Promptly after receipt of any Letter of Credit Application, Application by Agent at the L/C Issuer will confirm with the Administrative Agent (by telephone or address set out in writing) that the Administrative Agent has received a copy of such Schedule 10.02 for receiving Letter of Credit Application from the Borrower andApplications and related correspondence, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer Agent shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C IssuerAgent’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer Agent a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage Pro Rata Share times the amount of such Letter of Credit.
(iii) Promptly after 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, Agent will also deliver to Borrower a true and complete copy of such Letter of Credit or amendment.
(iv) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall Agent may, in it sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension renewal provisions (each, an “Auto-Extension Renewal Letter of Credit”); provided that any such Auto-Extension Renewal Letter of Credit must permit such L/C Issuer Agent to prevent any such extension renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by Agent, Borrower shall not be required to make a specific request to Agent for any such renewal. Once an Auto-Extension Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer Agent to permit the extension renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; providedprovided that, however, that such L/C Issuer Agent shall not permit any such extension renewal if an Event of Default is continuing hereunder.
(ivA) Promptly after its delivery of any Letter of Credit or any amendment Agent has determined that it would have no obligation at such time to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of issue such Letter of Credit in its renewed form under the terms hereof (by reason of Section 2.03(a)(ii) or amendmentotherwise), or (B) it has received notice (which may be by telephone or in writing) at least two Business Days before the Nonrenewal Notice Date (1) from the Required Lenders that they have elected not to permit such renewal or (2) from any Lender or Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied. Notwithstanding anything to the contrary contained herein, Agent shall have no obligation to permit the renewal of any Auto-Renewal Letter of Credit at any time.
Appears in 1 contract
Samples: Secured Reducing Credit Agreement (Gulfport Energy Corp)
Procedures for Issuance and Amendment of Letters of Credit. (i1) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer Official of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m., Los Angeles time, at least two 3 Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Lender may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuerthe Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer the Issuing Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Lender (AW) the Letter of Credit to be amended; (BX) the proposed date of amendment thereof (which shall be a Business Day); (CY) the nature of the proposed amendment; and (DZ) such other matters as such L/C Issuer the Issuing Lender may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require.
(ii2) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Lender will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice Upon receipt by the Issuing Lender of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s the Issuing Lender's usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage 's Pro Rata Share of the Revolving Commitment times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv3) Promptly after 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 L/C Issuer Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Bank and the Administrative Agent not later than 11:00 a.m. a.m., central time at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Bank may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuerthe Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer the Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent Issuing Bank may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice Upon receipt by the Issuing Bank of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuerthe Issuing Bank’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees toto and hereby does, purchase from such L/C Issuer the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage Share times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower SOURCECORP delivered to the L/C Issuer Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the BorrowerSOURCECORP. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Bank and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer the 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuerthe Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer the Issuing Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer the Issuing Bank may reasonably require. Additionally, the Borrower SOURCECORP shall furnish to such L/C Issuer the Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Loan Documents, as such L/C Issuer the Issuing Bank or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit ApplicationApplication at the address set forth in Section 13.13 for receiving Letter of Credit Applications and related correspondence, the L/C Issuer Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower SOURCECORP and, if not, such L/C Issuer the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer the Issuing Bank has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V 6 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of SOURCECORP (or the Borrower applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuerthe Issuing Bank’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Commitment Percentage times the amount of such Letter of Credit.
(iii) Promptly after 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 Issuing Bank will also deliver to SOURCECORP and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(iv) If the Borrower SOURCECORP so requests in any applicable Letter of Credit Application, the L/C Issuer shall Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, SOURCECORP shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer the Issuing Bank shall not permit any such extension if an Event of Default is continuing hereunder.
(ivA) Promptly after its delivery of any Letter of Credit the Issuing Bank has determined that it would not be permitted, or any amendment would have no obligation, at such time to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or amendment(iii) of Section 2.14(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or SOURCECORP that one or more of the applicable conditions specified in Section 6.2 is not then satisfied, and in each such case directing the Issuing Bank not to permit such extension.
Appears in 1 contract
Samples: Credit Agreement (Sourcecorp Inc)
Procedures for Issuance and Amendment of Letters of Credit. (ia) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower Co-Borrowers delivered to the L/C Issuer an Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit L/C Application, appropriately completed and signed by a Responsible Officer of the each Co-Borrower. Such Letter of Credit L/C Application must be received by such L/C Issuer Issuing Lender and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Lender 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit L/C Application shall specify in form and detail satisfactory to such L/C IssuerIssuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer Issuing Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit L/C Application shall specify in form and detail satisfactory to such L/C Issuer Issuing Lender (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer Issuing Lender may require. Additionally, the Borrower Co-Borrowers shall furnish to such L/C Issuer Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, amendment as such L/C Issuer Issuing Lender or the Administrative Agent may require.
(iib) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Application, such Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit L/C Application from the Borrower Co-Borrowers and, if not, such L/C Issuer Issuing Lender will provide the Administrative Agent with a copy thereof. Unless Administrative Agent will promptly notify each Lender of the receipt of such L/C Issuer Application. Unless such Issuing Lender has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of a Co-Borrower (or the Borrower Company or a Subsidiary, as applicable) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C IssuerIssuing Lender’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Aggregate Exposure Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(ivc) Promptly after 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 L/C Issuer such Issuing Lender will also deliver to the Borrower Co-Borrowers and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(d) In the event of any conflict between the terms hereof and the terms of any L/C Application, the terms hereof shall control.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer Official of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Bank and the Administrative Agent not later than 11:00 a.m. 1:00 p.m., Los Angeles time, at least two 3 Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Bank may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuerthe Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer the Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Bank (Aw) the Letter of Credit to be amended; (Bx) the proposed date of amendment thereof (which shall be a Business Day); (Cy) the nature of the proposed amendment; and (Dz) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent Issuing Bank may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice Upon receipt by the Issuing Bank of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuerthe Issuing Bank’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such LenderBank’s Applicable Percentage Pro Rata Share times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer Issuing Bank will also (x) deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentamendment and (y) notify the Borrower and the Administrative Agent of any return, surrender or cancellation of any Letter of Credit.
Appears in 1 contract
Samples: Revolving Loan Agreement (Kb Home)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Lender and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer the Issuing Lender 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuerthe Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer the Issuing Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Lender (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer the Issuing Lender may require. Additionally, the Borrower shall furnish to such L/C Issuer the Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer LOC Documents, as such L/C Issuer the Issuing Lender or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Lender will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer the Issuing Lender has received written notice from any Lender, the Administrative Agent or any Loan Party, Credit Party at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuerthe Issuing Lender’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Lender a risk participation in such Letter of Credit in an amount equal to its pro rata share of the product obligations under such Letter of Credit (based on the Revolving Commitment Percentage of such Lender’s Applicable Percentage times the amount of such Letter of Credit).
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) Agent in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. a.m., New York time, at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may require.
(ii) Promptly after receipt of any Letter of Credit Application, Application by Agent at the L/C Issuer will confirm with the Administrative Agent (by telephone or address set forth in writing) that the Administrative Agent has received a copy of such Schedule 10.2 for receiving Letter of Credit Application from the Borrower andApplications and related correspondence, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer Agent shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s Agent's usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of CreditCredit in accordance with the terms of this Agreement, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer a Agent an undivided risk participation in such Letter of Credit and all related L/C Obligations in an amount equal to the product of such Lender’s Applicable Percentage 's Pro Rata Share times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer Agent will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(iv) Agent shall give Lenders prompt notice of the issuance, material amendment or extension of each Letter of Credit and to the extent such Letter of Credit is issued in an Optional Currency, Agent shall advise Lenders as to the Equivalent Value in Dollars of such Letter of Credit
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit. (i1) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer Official of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m., Los Angeles time, at least two 3 Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Lender may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuerthe Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer the Issuing Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Lender (AW) the Letter of Credit to be amended; (BX) the proposed date of amendment thereof (which shall be a Business Day); (CY) the nature of the proposed amendment; and (DZ) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent Issuing Lender may require.
(ii2) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Lender will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice Upon receipt by the Issuing Lender of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s the Issuing Lender's usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage 's Pro Rata Share times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv3) Promptly after 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 L/C Issuer Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Loan Agreement (Station Casinos Inc)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the applicable Borrower delivered to the applicable L/C Issuer (with a copy to the applicable Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the such Borrower. Such Letter of Credit Application must be received by such the applicable L/C Issuer and the applicable Administrative Agent not later than 11:00 8:00 a.m. in the case of Domestic Letters of Credit and 12:00 noon in the case of Canadian Letters of Credit at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may require.
(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the applicable Administrative Agent (by telephone or in writing) that the such Administrative Agent has received a copy of such Letter of Credit Application from the applicable Borrower and, if not, such L/C Issuer will provide the such Administrative Agent with a copy thereof. Unless Upon receipt by such L/C Issuer has received written notice of confirmation from any Lender, the such Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Domestic Letter of Credit, each Domestic Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such the Domestic L/C Issuer a risk participation in such Domestic Letter of Credit in an amount equal to the product of such Domestic Lender’s Applicable Percentage Pro Rata Share times the amount of such Domestic Letter of Credit. Immediately upon the issuance of each Canadian Letter of Credit, each Canadian Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian L/C Issuer a risk participation in such Canadian Letter of Credit in an amount equal to the product of such Canadian Lender’s Pro Rata Share times the amount of such Canadian Letter of Credit.
(iii) If the applicable Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer shall may, in it sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension renewal provisions (each, an “Auto-Extension Renewal Letter of Credit”); provided that any such Auto-Extension Renewal Letter of Credit must permit such L/C Issuer to prevent any such extension renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the applicable Borrower shall not be required to make a specific request to such L/C Issuer for any such renewal. Once an Auto-Extension Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such the applicable L/C Issuer to permit the extension renewal of such Letter of Credit at any time prior to an expiry a date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension renewal if an Event (A) such L/C Issuer would have no obligation at such time to issue such Letter of Default Credit in its renewed form under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is continuing hereunderseven (7) Business Days before the Nonrenewal Notice Date from the applicable Administrative Agent, any applicable Lender or the applicable Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.
(iv) Promptly after 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 L/C Issuer will also deliver to the applicable Borrower and the applicable Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit. (ia) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Lender and the Administrative Agent not later than 11:00 a.m. A.M. at least two three Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Lender may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuerthe Issuing Lender: (Ai) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (Bii) the amount thereof; (Ciii) the expiry date thereof; (Div) the name and address of the beneficiary thereof; (Ev) the documents to be presented by such beneficiary in case of any drawing thereunder; (Fvi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (Hvii) such other matters as such L/C Issuer the Issuing Lender may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Lender (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer the Issuing Lender may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require.
(iib) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Lender will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice Upon receipt by the Issuing Lender of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuerthe Issuing Lender’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender L/C Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such LenderL/C Participant’s Applicable Revolving Credit Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(ivc) Promptly after 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 L/C Issuer Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
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Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) Lender in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the Borrowersystem provided by Lender, by personal delivery or by any other means acceptable to Lender. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent Lender not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Lender may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C IssuerLender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer Lender (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer Lender may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent Lender such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent Lender may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer Lender has received written notice from any Lender, the Administrative Agent or any Loan Obligated Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer Lender shall, on the requested date, issue a Letter of Credit for the account of Borrower (or the Borrower applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C IssuerLender’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the a Borrower delivered to the L/C Issuer Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the such Borrower. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Lender and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer the Issuing Lender 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuerthe Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer the Issuing Lender may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer the Issuing Lender (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer the Issuing Lender may reasonably require. Additionally, the applicable Borrower shall furnish to such L/C Issuer the Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer the Issuing Lender or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the applicable Borrower and, if not, such L/C Issuer the Issuing Lender will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer the Issuing Lender has received written notice from any Lender, the Administrative Agent or any Loan Credit Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V Section 9 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s the Issuing Lender's usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s 's Applicable Percentage times the amount of such Letter of Credit.
(iii) If the a Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “"Auto-Extension Letter of Credit”"); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “"Non-Extension Notice Date”") in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, a Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer the Issuing Lender shall not permit any such extension if an Event (A) the Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Default Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.3(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is continuing hereunderfive Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or a Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.
(iv) Promptly after 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 L/C Issuer Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit. (i) Each US Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower US Borrowers delivered to the L/C Issuer applicable US Issuing Bank (with a copy to the Administrative Primary US Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrowereach Borrower or Subsidiary for whose account such US Letter of Credit is to be issued. Such Letter of Credit Application must be received by such L/C Issuer the applicable US Issuing Bank and the Administrative Primary US Agent not later than 11:00 a.m. 12:00 noon at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer US Issuing Bank may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a US Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuerthe applicable US Issuing Bank: (A) the proposed issuance date of the requested US Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer US Issuing Bank may reasonably require. In the case of a request for an amendment of any outstanding US Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer the applicable US Issuing Bank (A) the US Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer US Issuing Bank may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer applicable US Issuing Bank will confirm with the Administrative Primary US Agent (by telephone or in writing) that the Administrative Primary US Agent has received a copy of such Letter of Credit Application from the Borrower US Borrowers and, if not, such L/C Issuer US Issuing Bank will provide the Administrative Primary US Agent with a copy thereof. Unless Upon receipt by such L/C Issuer has received written notice US Issuing Bank of confirmation from any Lender, the Administrative Primary US Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer US Issuing Bank shall, on the requested date, issue a US Letter of Credit for the account of the applicable Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C IssuerUS Issuing Bank’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each US Letter of Credit, each US Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer US Issuing Bank a risk participation in such US Letter of Credit in an amount equal to the product of such US Lender’s Applicable Percentage Pro Rata Share times the amount of such US Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after its delivery of any US Letter of Credit or any amendment to a US Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer applicable US Issuing Bank will also deliver to the Borrower US Borrowers and the Administrative Primary US Agent a true and complete copy of such US Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the any Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. a.m., Administrative Agent’s Time, at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such the L/C Issuer may requirerequire in its good faith business judgment. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may requirerequire in its good faith business judgment.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the such Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such Upon receipt by the L/C Issuer has received written notice of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower Borrowers or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage Pro Rata Share times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer will also deliver to the Borrower Operating Partnership and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the a Borrower Party delivered to the L/C Letter of Credit Issuer selected by such Borrower Party with respect to such Letter of Credit (with a copy to the Administrative Agent) in the form of a Letter of Request for Credit ApplicationExtension, together with a Borrowing Base Certificate, each appropriately completed and signed by a Responsible Officer of the Borrowersuch Borrower Party. Such Request for Credit Extension may be sent by fax, by United States mail, by overnight courier, by electronic transmission using the system provided by the Letter of Credit Application Issuer, by personal delivery or by any other means acceptable to the Letter of Credit Issuer. Such Request for Credit Extension must be received by such L/C the Letter of Credit Issuer and the Administrative Agent not later than 11:00 a.m. at least two three (3) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer 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, of any Letter of Credit (or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion). In the case of a request for an initial issuance of a Letter of Credit, such Letter of Request for Credit Application Extension shall specify in form and detail satisfactory to such L/C the Letter of Credit Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C the Letter of Credit Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of the related Request for Credit Application Extension shall specify in form and detail satisfactory to such L/C Issuer the Letter of Credit Issuer: (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such L/C the Letter of Credit Issuer may reasonably require. Additionally, the applicable Borrower Party shall furnish to such L/C the Letter of Credit Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C the Letter of Credit Issuer or the Administrative Agent may reasonably require. Each Request for Credit Extension submitted by a Borrower Party shall be deemed to be a representation and warranty that the conditions specified in Section 7.02(a) and (b) have been satisfied on and as of the date of the issuance or amendment of any Letter of Credit.
(ii) Promptly after receipt of any Request for Credit Extension relating to a Letter of Credit, the Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Request for Credit Application Extension from the a Borrower Party and, if not, such L/C the Letter of Credit Issuer will provide the Administrative Agent with a copy thereof. The Letter of Credit Issuer shall also promptly notify each Funding Agent (which in turn shall promptly notify each Committed Lender in its Lender Group) of the Request for Credit Extension and the terms thereof. Unless such L/C the Letter of Credit Issuer has received written notice from any Committed Lender, the Administrative Agent or any Loan Borrower Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V 7 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C the Letter of Credit Issuer shall, on the requested date, issue a Letter of Credit for the account of the such Borrower Party or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C the Letter of Credit Issuer’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Committed Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C the Letter of Credit Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Committed Lender’s Applicable Percentage times the amount of such Letter of Credit. With the approval of Administrative Agent and the Letter of Credit Issuer, the risk participation of each Committed Lender shall terminate upon the occurrence of the Maturity Date and the full and final payment of the Obligations (other than the Cash Collateralized Letter of Credit Liability described below), and the Issuer Documents, rather than this Credit Agreement, shall govern the rights and obligations of Administrative Agent, Letter of Credit Issuer and Borrower Parties with respect to such Letter of Credit Liability, so long as Borrower has Cash Collateralized all Letter of Credit Liability then outstanding, to the satisfaction of Administrative Agent and Letter of Credit Issuer, in their respective sole discretion.
(iii) If the a Borrower Party so requests in any applicable Request for Letter of Credit, the Letter of Credit ApplicationIssuer may, the L/C Issuer shall in its sole and reasonable discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C the Letter of Credit Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Letter of Credit Issuer, a Borrower Party shall not be required to make a specific request to the Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C the Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Collateralization Date; provided, however, that such L/C the Letter of Credit Issuer shall not permit any such extension if: (A) the Letter of Credit Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.08(a) or otherwise); or (B) it has received written notice on or before the day that is five (5) Business Days before the Non-Extension Notice Date: (1) from Administrative Agent that the Required Lenders have elected not to permit such extension; or (2) from Administrative Agent, any Lender or any Borrower Party that one or more of the applicable conditions specified in Section 7.02 and, if an Event applicable, Section 7.03, is not then satisfied, and in each such case directing the Letter of Default is continuing hereunder.Credit Issuer not to permit such extension
(iv) Promptly after 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 L/C Letter of Credit Issuer will also deliver to the applicable Borrower Party and the Administrative Agent and each Funding Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Revolving Credit Agreement (TCW Direct Lending LLC)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Lead Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Lead Borrower. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may require. Additionally, the Lead Borrower shall furnish to such the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Lead Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V IV shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance or amendment of each Letter of Credit, each Tranche A Lender shall be deemed toto (without any further action), and hereby irrevocably and unconditionally agrees to, purchase from such the L/C Issuer Issuer, without recourse or warranty, a risk participation in such Letter of Credit in an amount equal to the product of such Tranche A Lender’s Tranche A Applicable Percentage times multiplied by the amount of such Letter of Credit. Upon any change in the Tranche A Commitments under this Agreement, it is hereby agreed that with respect to all L/C Obligations, there shall be an automatic adjustment to the participations hereby created to reflect the new Tranche A Applicable Percentages of the assigning and assignee Tranche A Lenders.
(iii) If the Lead Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall shall, subject to the provisions of this Section 2.03, issue a Standby Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such the L/C Issuer to prevent any such extension at least once in each twelve-month twelve (12)-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month twelve (12)-month period to be agreed upon at the time such Standby Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Lead Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such the L/C Issuer to permit the extension of such Standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such the L/C Issuer shall not permit any such extension if an Event (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Standby Letter of Default Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is continuing hereunderfive (5) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the Lead Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.
(iv) Promptly after 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 L/C Issuer will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Lender and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer the Issuing Lender 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuerthe Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer the Issuing Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Lender (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer the Issuing Lender may require. Additionally, the Borrower shall furnish to such L/C Issuer the Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer LOC Documents, as such L/C Issuer the Issuing Lender or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Lender will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer the Issuing Lender has received written notice from any Lender, the Administrative Agent or any Loan Party, Credit Party at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s the Issuing Lender's usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Lender a risk participation in such Letter of Credit in an amount equal to its pro rata share of the product obligations under such Letter of Credit (based on the Revolving Commitment Percentage of such Lender’s Applicable Percentage times the amount of such Letter of Credit).
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer Official of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Bank and the Administrative Agent not later than 11:00 a.m. 1:00 p.m., Los Angeles time, at least two 3 Business Days (or such later date and time as the Administrative Agent and such L/C Issuer Issuing Bank may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuerthe Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer the Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Bank (Aw) the Letter of Credit to be amended; (Bx) the proposed date of amendment thereof (which shall be a Business Day); (Cy) the nature of the proposed amendment; and (Dz) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent Issuing Bank may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice Upon receipt by the Issuing Bank of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s the Issuing Bank's usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage Bank's Pro Rata Share times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer Issuing Bank will also (x) deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentamendment and (y) notify the Borrower and the Administrative Agent of any return, surrender or cancellation of any Letter of Credit.
Appears in 1 contract
Samples: Revolving Loan Agreement (Kb Home)
Procedures for Issuance and Amendment of Letters of Credit. (i1) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible an Authorized Officer of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Bank and the Administrative Agent not later than 11:00 a.m. (Pacific time) at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuerthe Issuing Bank: (Ai) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (Bii) the amount thereof; (Ciii) the expiry date thereof; (Div) the name and address of the beneficiary thereof; (Ev) the documents to be presented by such beneficiary in case of any drawing thereunder; (Fvi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (Hvii) such other matters as such L/C Issuer the Issuing Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such L/C Issuer the Issuing Bank (Ai) the Letter of Credit to be amended; (Bii) the proposed date of amendment thereof (which shall be a Business Day); (Ciii) the nature of the proposed amendment; and (Div) such other matters as such L/C Issuer the Issuing Bank may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require.
(ii2) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice Upon receipt by the Issuing Bank of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s the Issuing Bank's usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable 's Percentage Share times the amount of such Letter of Creditamount.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv3) Promptly after 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 L/C Issuer Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Mentor Corp /Mn/)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the a Borrower Party delivered to the L/C Letter of Credit Issuer selected by such Borrower Party with respect to such Letter of Credit (with a copy to the Administrative Agent) in the form of a Letter of Request for Credit ApplicationExtension, together with a Borrowing Base Certificate, each appropriately completed and signed by a Responsible Officer of the Borrowersuch Borrower Party. Such Request for Credit Extension may be sent by fax, by United States mail, by overnight courier, by electronic transmission using the system provided by the Letter of Credit Application Issuer, by personal delivery or by any other means reasonably acceptable to the Letter of Credit Issuer. Such Request for Credit Extension must be received by such L/C the Letter of Credit Issuer and the Administrative Agent not later than 11:00 a.m. at least two three (3) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer 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, of any Letter of Credit (or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion). In the case of a request for an initial issuance of a Letter of Credit, such Letter of Request for Credit Application Extension shall specify in form and detail satisfactory to such L/C the Letter of Credit Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C the Letter of Credit Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of the related Request for Credit Application Extension shall specify in form and detail satisfactory to such L/C Issuer the Letter of Credit Issuer: (A1) the Letter of Credit to be amended; (B2) the proposed date of amendment thereof (which shall be a Business Day); (C3) the nature of the proposed amendment; and (D4) such other matters as such L/C the Letter of Credit Issuer may reasonably require. Additionally, the applicable Borrower Party shall furnish to such L/C the Letter of Credit Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C the Letter of Credit Issuer or the Administrative Agent may reasonably require. Each Request for Credit Extension submitted by a Borrower Party shall be deemed to be a representation and warranty that the conditions specified in Section 7.02(a) and (b) have been satisfied on and as of the date of the issuance or amendment of any Letter of Credit.
(ii) Promptly after receipt of any Request for Credit Extension relating to a Letter of Credit, the Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Request for Credit Application Extension from the a Borrower Party and, if not, such L/C the Letter of Credit Issuer will provide the Administrative Agent with a copy thereof. The Letter of Credit Issuer shall also promptly notify each Funding Agent (which in turn shall promptly notify each Committed Lender in its Lender Group) of the Request for Credit Extension and the terms thereof. Unless such L/C the Letter of Credit Issuer has received written notice from any Committed Lender, the Administrative Agent or any Loan Borrower Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one (1) or more applicable conditions contained in Article V Section 7 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C the Letter of Credit Issuer shall, on the requested date, issue a Letter of Credit for the account of the such Borrower Party or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C the Letter of Credit Issuer’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Committed Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C the Letter of Credit Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Committed Lender’s Applicable Percentage times the amount of such Letter of Credit. With the approval of Administrative Agent and the Letter of Credit Issuer, the risk participation of each Committed Lender shall terminate upon the occurrence of the Maturity Date and the full and final payment of the Obligations (other than the Cash Collateralized Letter of Credit Liability described below), and the Issuer Documents, rather than this Credit Agreement, shall govern the rights and obligations of Administrative Agent, Letter of Credit Issuer and Borrower Parties with respect to such Letter of Credit Liability, so long as Borrower has Cash Collateralized all Letter of Credit Liability then outstanding, to the reasonable satisfaction of Administrative Agent and Letter of Credit Issuer.
(iii) If the a Borrower Party so requests in any applicable Request for Letter of Credit, the Letter of Credit ApplicationIssuer may, the L/C Issuer shall in its sole and reasonable discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Auto Extension Letter of Credit”); provided that any such Auto-Auto Extension Letter of Credit must permit such L/C the Letter of Credit Issuer to prevent any such extension at least once in each twelve-month twelve (12)-month period (commencing with the date of issuance of such Letter of Credit) by giving at least five (5) days’ prior notice to the beneficiary thereof not later than a day and the Borrower (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Letter of Credit Issuer, a Borrower Party shall not be required to make a specific request to the Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C the Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Collateralization Date; provided, however, that such L/C the Letter of Credit Issuer shall not permit any such extension if: (A) the Letter of Credit Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.08(a) or otherwise); or (B) it has received written notice on or before the day that is five (5) Business Days before the Non-Extension Notice Date: (1) from Administrative Agent that the Required Lenders have elected not to permit such extension; or (2) from Administrative Agent, any Lender or any Borrower Party that one (1) or more of the applicable conditions specified in Section 7.02 and, if an Event applicable, Section 7.03, is not then satisfied, and in each such case directing the Letter of Default is continuing hereunder.Credit Issuer not to permit such extension
(iv) Promptly after 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 L/C Letter of Credit Issuer will also deliver to the applicable Borrower Party and the Administrative Agent and each Funding Agent a true and complete copy of such Letter of Credit or amendment.
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Samples: Revolving Credit Agreement (TCW Direct Lending VIII LLC)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer applicable Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer Official of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the applicable Issuing Bank and the Administrative Agent not later than 11:00 a.m. 1:00 p.m., New York time, at least two 3 Business Days (or such later date and time as the Administrative Agent and such L/C Issuer applicable Issuing Bank may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C IssuerIssuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the applicable Issuing Bank (Aw) the Letter of Credit to be amended; (Bx) the proposed date of amendment thereof (which shall be a Business Day); (Cy) the nature of the proposed amendment; and (Dz) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent Issuing Bank may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer applicable Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice Upon receipt by the applicable Issuing Bank of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C IssuerIssuing Bank’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the applicable Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such LenderBank’s Applicable Percentage Pro Rata Share times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer applicable Issuing Bank will also (x) deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentamendment and (y) notify the Borrower and the Administrative Agent of any return, surrender or cancellation of any Letter of Credit.
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Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) Agent in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. a.m., New York time, at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may require.
(ii) Promptly after receipt of any Letter of Credit Application, Application by Agent at the L/C Issuer will confirm with the Administrative Agent (by telephone or address set forth in writing) that the Administrative Agent has received a copy of such Schedule 10.2 for receiving Letter of Credit Application from the Borrower andApplications and related correspondence, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer Agent shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s Agent's usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of CreditCredit in accordance with the terms of this Agreement, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer a Agent an undivided risk participation in such Letter of Credit and all related L/C Obligations in an amount equal to the product of such Lender’s Applicable Percentage 's Pro Rata Share times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer Agent will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(iv) Agent shall give Lenders prompt notice of the issuance, material amendment or extension of each Letter of Credit.
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Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the applicable Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the such Borrower. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may require. Additionally, the applicable Borrower shall furnish to such the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such the L/C Issuer or the Administrative Agent may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the applicable Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such the L/C Issuer has received written notice from any Revolving Loan Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V IV in the case of an issuance on the Closing Date or Section 4.02 in the case of any issuance thereafter shall not then be satisfied, then, subject to the terms and conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Revolving Loan Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Loan Lender’s Applicable Percentage Pro Rata Share times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
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Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by such the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such the L/C Issuer 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such the L/C Issuer may require. Additionally, the Borrower shall furnish to such the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such the L/C Issuer or the Administrative Agent may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V ARTICLE IV shall not then be satisfied, then, subject to the terms and ----------- conditions hereof, such the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such the L/C Issuer’s 's usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s 's Applicable Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
Appears in 1 contract
Samples: Credit Agreement (Nuco2 Inc /Fl)
Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the Issuing Bank and the Administrative Agent not later than 11:00 a.m. a.m., New York City time, at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer the 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. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuerthe Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer the Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer the Issuing Bank may require. Additionally, the Borrower shall furnish to such L/C Issuer the Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer the Issuing Bank or the Administrative Agent may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer the Issuing Bank has received written notice from any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V 4 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuerthe Issuing Bank’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Pro Rata Percentage times the amount of such Letter of Credit. The Administrative Agent shall notify each Revolving Credit Lender of the issuance of any Letter of Credit, the face amount of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall Issuing Bank may agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof and the Borrower not later than a day 30 days prior to the auto-renewal date thereof (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) such L/C Issuer the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer the Issuing Bank shall not permit any such extension if an Event (A) the Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Default Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.23(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is continuing hereunderseven Business Days before the Non-Extension Notice Date from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.01 (other than the delivery of a Borrowing Request) or Section 2.23(a)(i) is not then satisfied, and in each such case directing the Issuing Bank not to permit such extension.
(iv) Promptly after 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 L/C Issuer Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
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Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer applicable Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer Official of the Borrower. Such Letter of Credit Application must be received by such L/C Issuer the applicable Issuing Bank and the Administrative Agent not later than 11:00 a.m. 1:00 p.m., New York time, at least two 3 Business Days (or such later date and time as the Administrative Agent and such L/C Issuer applicable Issuing Bank may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, 38 such Letter of Credit Application shall specify in form and detail satisfactory to such L/C IssuerIssuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer the Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer the Issuing Bank (Aw) the Letter of Credit to be amended; (Bx) the proposed date of amendment thereof (which shall be a Business Day); (Cy) the nature of the proposed amendment; and (Dz) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent Issuing Bank may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice Upon receipt by the Issuing Bank of confirmation from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to that the requested date of issuance or amendment of is permitted in accordance with the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfiedterms hereof, then, subject to the terms and conditions hereof, such L/C Issuer the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuerthe Issuing Bank’s usual and customary business practices, and such L/C Issuer shall give the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail. Immediately upon the issuance of each Letter of Credit, each Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such LenderBank’s Applicable Percentage Pro Rata Share times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if an Event of Default is continuing hereunder.
(iv) Promptly after 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 L/C Issuer Issuing Bank will also (x) deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendmentamendment and (y) notify the Borrower and the Administrative Agent of any return, surrender or cancellation of any Letter of Credit.
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Samples: Revolving Loan Agreement (Kb Home)
