Standby Letters of Credit. (a) During the availability period, at the request of the Borrower, the Bank will issue standby letters of credit with a maximum maturity of 365 days but not to extend beyond the Facility Expiration Date. The standby letters of credit may include a provision providing that the maturity date will be automatically extended each year for an additional year unless the Bank gives written notice to the contrary; provided, however, that each standby letter of credit must include a final maturity date of not later than one hundred eighty (180) days after the Facility Expiration Date and which will not be subject to automatic extension. (b) The amount of the standby letters of credit outstanding at any one time (including the drawn and unreimbursed amounts of the standby letters of credit) may not exceed One Million Dollars ($1,000,000). (c) In calculating the principal amount outstanding under the Facility Commitment, the calculation shall include the amount of any standby letters of credit outstanding, including amounts drawn on any standby letters of credit and not yet reimbursed. (d) The Borrower agrees: (i) Any sum drawn under a standby letter of credit may, at the option of the Bank, be added to the principal amount outstanding under this Agreement. The amount will bear interest and be due as described elsewhere in this Agreement. (ii) If there is a default under this Agreement, to immediately prepay and make the Bank whole for any outstanding standby letters of credit. (iii) The issuance of any standby letter of credit and any amendment to a standby letter of credit is subject to the Bank’s written approval and must be in form and content satisfactory to the Bank and in favor of a beneficiary acceptable to the Bank. (iv) To sign the Bank’s form Application and Agreement for Standby Letter of Credit. (v) To pay any issuance and/or other fees that the Bank notifies the Borrower will be charged for issuing and processing standby letters of credit for the Borrower. (vi) To allow the Bank to automatically charge its checking account for applicable fees, discounts, and other charges. (vii) To pay the Bank a non-refundable fee equal to one and one-half percent (1.5%) per annum of the outstanding undrawn amount of each standby letter of credit, payable annually in advance, calculated on the basis of the face amount outstanding on the day the fee is calculated. If there is a default under this Agreement, at the Bank’s option, the amount of the fee shall be increased to six percent (6%) per annum, effective starting on the day the Bank provides notice of the increase to the Borrower.
Appears in 2 contracts
Samples: Loan Agreement (Point 360), Loan Agreement (Point.360)
Standby Letters of Credit. (a) During the availability period, at the request of the Borrower, the Bank will issue The Revolving Commitment may be used for financing standby letters of credit with a maximum maturity of 365 days but not to extend more than 365 days beyond the Facility Expiration Maturity Date. The standby letters of credit may include a provision providing that the maturity date will be automatically extended each year for an additional year unless the Bank gives written notice to the contrary; provided, however, that each standby letter of credit must include a final maturity date of not later than one hundred eighty (180) days after the Facility Expiration Date and which will not be subject to automatic extension.
(b) . The amount of the standby letters of credit outstanding at any one time (including the drawn and unreimbursed amounts of the standby letters of credit) may not exceed One Million Dollars ($1,000,000).
(c) In calculating the principal amount outstanding under the Facility Commitment, the calculation shall include the amount of any standby letters of credit outstanding, including amounts drawn on any standby letters of credit and not yet reimbursed.
) may not exceed Three Million Dollars (d$3,000,000). Each standby letter of credit must be requested by the Borrower at least three (3) Business Days prior to the proposed date of issuance of such standby letter of credit, and any such request may be submitted by telecopy, rapidfax or other telecommunication method (other than telephonic or oral advice). The Borrower agrees:
(i) Any to pay the Bank an amount equal to any payment made by the Bank with respect to each letter of credit within one (1) Business Day after demand made by the Bank therefor, together with interest on such amount from the date of any payment made by the Bank at the rate applicable to advances bearing interest with reference to the Reference Rate for the period commencing on the date of any such payment and continuing through the first Business Day following such demand and thereafter at the Default Rate. The Borrower also agrees that any sum drawn under a standby letter of credit may, at the option without further action of the Bank, upon the Borrower’s failure to make the payment referred to in the preceding sentence, be added to the principal amount outstanding under this Agreementthe Revolving Commitment. The amount will bear interest and be due as described elsewhere in this Agreement.
(ii) If if there is a default under this Agreement, to immediately prepay and make the Bank whole for any outstanding standby letters of credit.
(iii) The the issuance of any standby letter of credit and any amendment to a standby letter of credit is subject to the Bank’s written approval and must be in form and content satisfactory to the Bank and in favor of a beneficiary acceptable to the Bank.
(iv) To to sign the Bank’s form Application application and Agreement agreement for Standby Letter standby letters of Creditcredit with respect to each letter of credit, which must be submitted to the Bank concurrently with the Borrower’s request for any standby letter of credit.
(v) To to pay any issuance and/or other fees that the Bank notifies the Borrower will be charged for issuing and processing standby letters of credit for the Borrower.
(vi) To to allow the Bank to automatically charge its checking account for applicable fees, discounts, and other charges.
(vii) To to pay the Bank a non-refundable fee equal to one and one-half percent (1.5%) 1.25% per annum of the outstanding undrawn amount of each standby letter of credit, payable annually provided that the minimum amount per annum of such fee with respect to each standby letter of credit shall be $500. This fee shall be calculated in advance, calculated advance as of the first day of each calendar quarter on the basis of the face such amount outstanding in effect on the day the fee is calculated, and is payable on the 14th day after each such date of calculation. If there is a default under this Agreement, at the Bank’s option, the amount of the fee shall be increased to six percent (6%) 3.25% per annum, effective starting on the day the Bank provides notice of the increase to the Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Southwest Water Co), Credit Agreement (Southwest Water Co)
Standby Letters of Credit. (a) During the availability period, at the request of the Borrower, the Bank will issue The Revolving Commitment may be used for financing standby letters of credit with a maximum maturity of 365 days but not to extend more than 365 days beyond the Facility Expiration Maturity Date. The standby letters of credit may include a provision providing that the maturity date will be automatically extended each year for an additional year unless the Bank gives written notice to the contrary; provided, however, that each standby letter of credit must include a final maturity date of not later than one hundred eighty (180) days after the Facility Expiration Date and which will not be subject to automatic extension.
(b) . The amount of the standby letters of credit outstanding at any one time (including the drawn and unreimbursed amounts of the standby letters of credit) may not exceed One Million Dollars ($1,000,000).
(c) In calculating the principal amount outstanding under the Facility Commitment, the calculation shall include the amount of any standby letters of credit outstanding, including amounts drawn on any standby letters of credit and not yet reimbursed.
) may not exceed Three Million Dollars (d$3,000,000). Each standby letter of credit must be requested by the Borrower at least three (3) Business Days prior to the proposed date of issuance of such standby letter of credit, and any such request may be submitted by telecopy, rapidfax or other telecommunication method (other than telephonic or oral advice). The Borrower agrees:
(i) Any to pay the Bank an amount equal to any payment made by the Bank with respect to each letter of credit within one (1) Business Day after demand made by the Bank therefor, together with interest on such amount from the date of any payment made by the Bank at the rate applicable to advances bearing interest with reference to the Prime Rate for the period commencing on the date of any such payment and continuing through the first Business Day following such demand and thereafter at the Default Rate. The Borrower also agrees that any sum drawn under a standby letter of credit may, at the option without further action of the Bank, upon the Borrower’s failure to make the payment referred to in the preceding sentence, be added to the principal amount outstanding under this Agreementthe Revolving Commitment. The amount will bear interest and be due as described elsewhere in this Agreement.
(ii) If if there is a default an Event of Default under this Agreement, to immediately prepay and make the Bank whole for any outstanding standby letters of credit.
(iii) The the issuance of any standby letter of credit and any amendment to a standby letter of credit is subject to the Bank’s written approval and must be in form and content satisfactory to the Bank and in favor of a beneficiary acceptable to the Bank.
(iv) To to sign the Bank’s form Application application and Agreement agreement for Standby Letter standby letters of Creditcredit with respect to each letter of credit, which must be submitted to the Bank concurrently with the Borrower’s request for any standby letter of credit.
(v) To to pay any issuance and/or other fees that the Bank notifies the Borrower will be charged for issuing and processing standby letters of credit for the Borrower.
(vi) To to allow the Bank to automatically charge its checking account for applicable fees, discounts, and other charges.
(vii) To to pay the Bank a non-refundable fee equal to one and one-half percent (1.5%) 1.25% per annum of the outstanding undrawn amount of each standby letter of credit, payable annually provided that the minimum amount per annum of such fee with respect to each standby letter of credit shall be $500. This fee shall be calculated in advance, calculated advance as of the first day of each calendar quarter on the basis of the face such amount outstanding in effect on the day the fee is calculated, and is payable on the 14th day after each such date of calculation. If there is a default under this Agreement, at the Bank’s option, the amount of the fee shall be increased to six percent (6%) 3.25% per annum, effective starting on the day the Bank provides notice of the increase to the Borrower.
Appears in 1 contract
Standby Letters of Credit. (a) During the availability period, at the request of the Borrower, the Bank will issue The Revolving Commitment may be used for financing standby letters of credit with a maximum maturity of 365 days but not to extend more than 365 days beyond the Facility Expiration Maturity Date. The standby letters of credit may include a provision providing that the maturity date will be automatically extended each year for an additional year unless the Bank gives written notice to the contrary; provided, however, that each standby letter of credit must include a final maturity date of not later than one hundred eighty (180) days after the Facility Expiration Date and which will not be subject to automatic extension.
(b) . The amount of the standby letters of credit outstanding at any one time (including the drawn and unreimbursed amounts of the standby letters of credit) may not exceed One Million Dollars ($1,000,000).
(c) In calculating the principal amount outstanding under the Facility Commitment, the calculation shall include the amount of any standby letters of credit outstanding, including amounts drawn on any standby letters of credit and not yet reimbursed.
) may not exceed Three Million Dollars (d$3,000,000). Each standby letter of credit must be requested by the Borrower at least three (3) Business Days prior to the proposed date of issuance of such standby letter of credit, and any such request may be submitted by telecopy, rapidfax or other telecommunication method (other than telephonic or oral advice). The Borrower agrees:
(i) Any to pay the Bank an amount equal to any payment made by the Bank with respect to each letter of credit within one (1) Business Day after demand made by the Bank therefor, together with interest on such amount from the date of any payment made by the Bank at the rate applicable to advances bearing interest with reference to the Reference Rate for the period commencing on the date of any such payment and continuing through the first Business Day following such demand and thereafter at the Default Rate. The Borrower also agrees that any sum drawn under a standby letter of credit may, at the option without further action of the Bank, upon the Borrower’s failure to make the payment referred to in the preceding sentence, be added to the principal amount outstanding under this Agreementthe Revolving Commitment. The amount will bear interest and be due as described elsewhere in this Agreement.
(ii) If if there is a default an Event of Default under this Agreement, to immediately prepay and make the Bank whole for any outstanding standby letters of credit.
(iii) The the issuance of any standby letter of credit and any amendment to a standby letter of credit is subject to the Bank’s written approval and must be in form and content satisfactory to the Bank and in favor of a beneficiary acceptable to the Bank.
(iv) To to sign the Bank’s form Application application and Agreement agreement for Standby Letter standby letters of Creditcredit with respect to each letter of credit, which must be submitted to the Bank concurrently with the Borrower’s request for any standby letter of credit.
(v) To to pay any issuance and/or other fees that the Bank notifies the Borrower will be charged for issuing and processing standby letters of credit for the Borrower.
(vi) To to allow the Bank to automatically charge its checking account for applicable fees, discounts, and other charges.
(vii) To to pay the Bank a non-refundable fee equal to one and one-half percent (1.5%) 1.25% per annum of the outstanding undrawn amount of each standby letter of credit, payable annually provided that the minimum amount per annum of such fee with respect to each standby letter of credit shall be $500. This fee shall be calculated in advance, calculated advance as of the first day of each calendar quarter on the basis of the face such amount outstanding in effect on the day the fee is calculated, and is payable on the 14th day after each such date of calculation. If there is a default under this Agreement, at the Bank’s option, the amount of the fee shall be increased to six percent (6%) 3.25% per annum, effective starting on the day the Bank provides notice of the increase to the Borrower.
Appears in 1 contract
Standby Letters of Credit. (a) During the availability period, at the request of the Borrower, the Bank will issue standby letters of credit with a maximum maturity of 365 days but not to extend beyond the Facility Expiration Date. The standby letters of credit may include a provision providing that the maturity date will be automatically extended each year for an additional year unless the Bank gives written notice to the contrary; provided, however, that each standby letter of credit must include a final maturity date of not later than one hundred eighty (180) days after the Facility Expiration Date and which will not be subject to automatic extension.
(b) The amount of the standby letters of credit outstanding at any one time (including the drawn and unreimbursed amounts of the standby letters of credit) may not exceed One Million Dollars ($1,000,000).
(c) In calculating the principal amount outstanding under the Facility Commitment, the calculation shall include the amount of any standby letters of credit outstanding, including amounts drawn on any standby letters of credit and not yet reimbursed.
(d) The Borrower agrees:
(i) Any sum drawn under a standby letter of credit may, at the option of the Bank, be added to the principal amount outstanding under this Agreement. The amount will bear interest and be due as described elsewhere in this Agreement.
(ii) If there is a default under this Agreement, to immediately prepay and make the Bank whole for any outstanding standby letters of credit.
(iii) The issuance of any standby letter of credit and any amendment to a standby letter of credit is subject to the Bank’s 's written approval and must be in form and content satisfactory to the Bank and in favor of a beneficiary acceptable to the Bank.
(iv) To sign the Bank’s 's form Application and Agreement for Standby Letter of Credit.
(v) To pay any issuance and/or other fees that the Bank notifies the Borrower will be charged for issuing and processing standby letters of credit for the Borrower.
(vi) To allow the Bank to automatically charge its checking account for applicable fees, discounts, and other charges.
(vii) To pay the Bank a non-refundable fee equal to one and one-half percent (1.5%) per annum of the outstanding undrawn amount of each standby letter of credit, payable annually in advance, calculated on the basis of the face amount outstanding on the day the fee is calculated. If there is a default under this Agreement, at the Bank’s 's option, the amount of the fee shall be increased to six percent (6%) per annum, effective starting on the day the Bank provides notice of the increase to the Borrower.
Appears in 1 contract
Samples: Loan Agreement (Point 360)
Standby Letters of Credit. (a) During the availability period, at the request of the Borrower, the Bank will issue standby letters of credit with a maximum maturity of 365 days but not to extend beyond the Facility Expiration Date. The standby letters of credit may include a provision providing that the maturity date will be automatically extended each year for an additional year unless the Bank gives written notice to the contrary; provided, however, that each Each standby letter of credit must include a final maturity date shall be issued pursuant to the terms and conditions hereof and of not later than one hundred eighty (180) days after the Facility Expiration Date and which will not be subject to automatic extensioneach Bank's standard form agreement for standby letter of credit executed by Borrower.
(b) The amount Each standby letter of credit shall:
(1) expire on or before one (1) year after the date such letter of credit is issued, but in no event later than the last day of the standby letters Availability Period;
(2) be otherwise in form and substance and in favor of credit outstanding at any one time (including the drawn and unreimbursed amounts of the standby letters of credit) may not exceed One Million Dollars ($1,000,000)beneficiaries satisfactory to Banks.
(c) In calculating the principal amount outstanding under the Facility Commitment, the calculation Borrower shall include the amount of any standby letters of credit outstanding, including amounts drawn on any standby letters of credit and not yet reimbursed.
(d) The Borrower agrees:
(i) Any sum drawn under a standby letter of credit may, at the option of the Bank, be added to the principal amount outstanding under this Agreement. The amount will bear interest and be due as described elsewhere in this Agreement.
(ii) If there is a default under this Agreement, to immediately prepay and make the Bank whole for any outstanding standby letters of credit.
(iii) The issuance of any standby letter of credit and any amendment to a standby letter of credit is subject to the Bank’s written approval and must be in form and content satisfactory to the Bank and in favor of a beneficiary acceptable to the Bank.
(iv) To sign the Bank’s form Application and Agreement for Standby Letter of Credit.
(v) To pay any issuance and/or other fees that the Bank notifies the Borrower will be charged for issuing and processing standby letters of credit for the Borrower.
(vi) To allow the Bank to automatically charge its checking account for applicable fees, discounts, and other charges.
(vii) To pay the Bank a non-refundable Banks an issuance fee equal to one and onetwo-half tenths percent (1.51.20%) per annum of the outstanding undrawn amount of each standby letter of credit, payable in advance at the time the letter of credit is issued and annually in advancethereafter, calculated on the basis of the face amount outstanding on the day the fee is calculated. If there is a default under this Agreement, at the each Bank’s 's option, the amount of the fee shall be increased to six percent (6%) 2.0% per annum, effective starting on the day the Bank provides Banks provide notice of the increase to the Borrower. In addition, the Borrower shall pay such other fees at the times and in the amounts that each Bank advises Borrower from time to time as being applicable to Borrower's standby letters of credit.
(d) Any sum owed to either Bank with respect to a standby letter of credit issued for Borrower's account which is not paid when due shall, at the option of that Bank in each instance, be added to advances outstanding under the that Bank's Facility and shall thereafter bear interest at the rate applicable to advances.
(e) In addition to any other rights or remedies which Banks may have under this Agreement or otherwise, upon the occurrence of an Event of Default each Bank may require Borrower to prepay the amount of any standby letters of credit outstanding from that Bank under this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Good Guys Inc)
Standby Letters of Credit. (a) During the availability periodAt its discretion, at the request of the BorrowerBank may from time to time issue, the Bank will issue standby letters of credit with a maximum maturity of 365 days but not to extend beyond the Facility Expiration Date. The standby letters of credit may include a provision providing that the maturity date will be automatically extended each year for an additional year unless the Bank gives written notice to the contrary; provided, however, that each standby letter of credit must include a final maturity date of not later than one hundred eighty (180) days after the Facility Expiration Date and which will not be subject to automatic extension.
(b) The amount of the standby letters of credit outstanding at any one time (including the drawn and unreimbursed amounts of the standby letters of credit) may not exceed One Million Dollars ($1,000,000).
(c) In calculating the principal amount outstanding under the Facility Commitment, the calculation shall include the amount of any standby letters of credit outstanding, including amounts drawn on any standby letters of credit and not yet reimbursed.
(d) The Borrower agrees:
(i) Any sum drawn under a standby letter of credit may, at the option of the Bank, be added to the principal amount outstanding under this Agreement. The amount will bear interest and be due as described elsewhere in this Agreement.
(ii) If there is a default under this Agreement, to immediately prepay and make the Bank whole for any outstanding standby letters of credit.
(iii) The issuance of any standby letter of credit and any amendment to a standby letter of credit is subject to the Bank’s written approval and must be in form and content satisfactory to the Bank and in favor of a beneficiary acceptable to the Bank.
(iv) To sign the Bank’s form Application and Agreement for Standby Letter of Credit.
(v) To pay any issuance and/or other fees that the Bank notifies the Borrower will be charged for issuing and processing or renew standby letters of credit for the account of Borrower or its Subsidiaries up to a maximum aggregate amount of $300,000. The availability of Advances under the Loan shall be reduced by outstanding obligations of Bank under any standby letters of credit. All payments made by Bank under any such standby letters of credit (whether or not Borrower is the account party or drawer) and all fees, commissions, discounts and other amounts owed or to be owed to Bank in connection therewith, shall be deemed to be Advances under the Note, shall be secured by the Collateral, and shall be repaid on demand. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Bank may require. The form and substance of all standby letters of credit, including expiration dates, shall be subject to Bank’s approval. Bank may charge a fee or commission for issuance, renewal or extension of a standby letter of credit based upon Bank’s then standard rates. Borrower unconditionally guarantees all obligations of any Subsidiary with respect to letters of credit issued by Bank for the account of such Subsidiary and all acceptances of any Subsidiary’s drafts. Upon a Default, Borrower shall, on demand, deliver to Bank good funds equal to 105% of Bank’s maximum liability under all outstanding letters of credit and bankers acceptances, to be held as cash Collateral for Borrower’s reimbursement obligations and other Indebtedness. No standby letter of credit issued by Bank shall have an expiration of more than three hundred sixty five (365) days after its issuance and no standby letter of credit shall expire later than thirty (30) days after the Termination Date.
(vib) To allow the Bank to automatically charge its checking account for applicable fees, discounts, and other charges.
(vii) To pay the Bank a non-refundable fee equal to one and one-half percent (1.5%) per annum of the outstanding undrawn amount of each Any standby letter of credit, payable annually in advance, calculated on the basis of the face amount outstanding on the day the fee is calculated. If there is a default under this Agreement, at the Bank’s option, the amount of the fee credit issued hereunder shall be increased governed by the Uniform Customs of Practice for Documentary Credit (1993 Rev.), International Chamber of Commerce Publication No. 500, as revised from time to six percent (6%) per annumtime, effective starting on the day the Bank provides notice of the increase except to the Borrowerextent that the terms of such publication would limit or diminish rights granted to Bank hereunder or in any other Loan Document.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Autoinfo Inc)
Standby Letters of Credit. (a) During the availability period, at the request of the Borrower, the Bank will issue The Revolving Commitment may be used for financing standby letters of credit with a maximum maturity of 365 days but not to extend more than 90 days beyond the Facility Expiration Maturity Date. The standby letters of credit may include a provision providing that the maturity date will be automatically extended each year for an additional year unless the Bank gives written notice to the contrary; provided, however, that each standby letter of credit must include a final maturity date of not later than one hundred eighty (180) days after the Facility Expiration Date and which will not be subject to automatic extension.
(b) . The amount of the standby letters of credit outstanding at any one time (including the drawn and unreimbursed amounts of the standby letters of credit) may not exceed One Million Dollars ($1,000,000).
(c) In calculating the principal amount outstanding under the Facility Commitment, the calculation shall include the amount of any standby letters of credit outstanding, including amounts drawn on any standby letters of credit and not yet reimbursed.
) may not exceed Five Hundred Thousand Dollars (d) $500,000). The Borrower agrees:
(i) Any any sum drawn under a standby letter of credit may, at the option ation of the Bank, be added to the principal amount outstanding under this Agreementthe Revolving Commitment. The amount will bear interest and be due as described elsewhere in this Agreement.
(ii) If if there is a default under this Agreement, to immediately prepay and make the Bank whole for any outstanding standby letters of credit.
(iii) The the issuance of any standby letter of credit and any amendment to a standby letter of credit is subject to the Bank’s written approval and must be in form and content satisfactory to the Bank and in favor of a beneficiary acceptable to the Bank.
(iv) To to sign the Bank’s form Application and Agreement for Standby Letter of CreditCredit with respect to each letter of credit.
(v) To to pay any issuance and/or other fees that the Bank notifies the Borrower will be charged for issuing and processing standby letters of credit for the Borrower.
(vi) To to allow the Bank to automatically charge its checking account for applicable fees, discounts, and other charges.
(vii) To to pay the Bank a non-refundable fee equal to one and one-half percent (1.5%) 2% per annum of the outstanding undrawn amount of each standby letter of credit, payable annually quarterly in advance, calculated on the basis of the face such amount outstanding in effect on the day the fee is calculated. If there is a default under this Agreement, at the Bank’s option, the amount of the fee shall be increased to six percent (6%) 4% per annum, effective starting on the day the Bank provides notice of the increase to the Borrower.”
Appears in 1 contract
Standby Letters of Credit. (a) During Subject to the availability periodterms and conditions hereof, at any time and from time to time from the Closing Date through the Banking Day immediately preceding the Line A Maturity Date, Bank shall issue such Standby Letters of Credit as a Borrower may request by a Request for Standby Letter of Credit; provided that, upon giving effect to such Standby Letter of Credit, (i) Total Outstanding shall not exceed the BorrowerLine A Commitment, and (ii) Outstanding Standby Letters of Credit shall not exceed the Maximum Standby Letter of Credit Amount. Unless Bank otherwise consents in writing, the term of any Standby Letter of Credit shall not exceed twelve (12) months. If on the Line A Maturity Date, there exist any Outstanding Standby Letters of Credit, Borrowers shall provide to Bank will issue standby letters of credit with a maximum maturity of 365 days but not to extend beyond the Facility Expiration Date. The standby letters of credit may include a provision providing that the maturity date will be automatically extended each year for an additional year unless the Bank gives written notice to the contrary; provided, however, that each standby letter of credit must include issued by a final maturity date bank satisfactory to Bank, in form and substance satisfactory to Bank, in favor of not later than one hundred eighty (180) days after Bank in a face amount equal to Outstanding Standby Letters of Credit on that date, or shall make other provisions satisfactory to Bank for the Facility Expiration Date and which will collateralization or settlement of such Outstanding Standby Letters of Credit. No Standby Letter of Credit shall be issued except in the ordinary course of business of Borrowers or their Subsidiaries. Unless otherwise agreed to by Bank, the face amount of any Standby Letter of Credit shall not be subject to automatic extensionless than $250,000.
(b) The amount Each Request for Standby Letter of Credit shall be submitted to Bank not later than 11:00 a.m., Los Angeles time, at least two (2) Banking Days prior to the standby letters date upon which the requested Standby Letter of credit outstanding at any one time (including the drawn Credit is to be issued and unreimbursed amounts Borrowers shall execute such documents and agreements relating to such Standby Letter of the standby letters of credit) Credit as Bank may not exceed One Million Dollars ($1,000,000)reasonably require.
(c) In calculating the Borrowers agree to pay to Bank, at Bank's Office, or at such other payment location as Bank shall have specified in writing to Borrowers, with respect to each Standby Letter of Credit, within one (1) Banking Day after demand therefor, a principal amount outstanding equal to any payment made by Bank under that Standby Letter of Credit, together with interest on such amount from the Facility Commitment, date of any payment made by Bank through the calculation shall include date of payment by Borrowers at the rate provided for in Section 3.6. The principal amount of any standby letters of credit outstanding, including amounts drawn on any standby letters of credit and not yet reimbursed.
(d) The Borrower agrees:
(i) Any sum drawn such payment made by Borrowers to Bank shall be used to reimburse Bank for the payment made by it under a standby letter of credit may, at the option of the Bank, be added to the principal amount outstanding under this Agreement. The amount will bear interest and be due as described elsewhere in this Agreement.
(ii) If there is a default under this Agreement, to immediately prepay and make the Bank whole for any outstanding standby letters of credit.
(iii) The issuance of any standby letter of credit and any amendment to a standby letter of credit is subject to the Bank’s written approval and must be in form and content satisfactory to the Bank and in favor of a beneficiary acceptable to the Bank.
(iv) To sign the Bank’s form Application and Agreement for Standby Letter of Credit.
(d) At all times prior to the Line A Maturity Date, if Borrowers fail to make any payment required by Section 2.6(c), Bank may, but is not required to, without notice to or the consent of Borrowers, make Line A Loans under the Commitment in an aggregate amount equal to the amount paid by Bank on the relevant Standby Letter of
(e) The issuance of any supplement, modification, amendment, renewal or extension to or of any Standby Letter of Credit shall be treated in all respects the same as the issuance of a new Standby Letter of Credit.
(f) The obligation of Borrowers to pay to Bank the amount of any payment made by Bank under any Standby Letter of Credit shall be absolute, unconditional and irrevocable. Without limiting the foregoing, such obligation of Borrowers shall not be affected by any of the following circumstances absent Bank's gross negligence or willful misconduct:
(i) any lack of validity or enforceability of the Standby Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;
(ii) any amendment or waiver of or any consent to departure from the Standby Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;
(iii) the existence of any claim, setoff, defense or other rights which Borrowers may have at any time against Bank, any beneficiary of the Standby Letter of Credit (or any Persons or entities for whom any such beneficiary may be acting) or any other Person, whether in connection with the Standby Letter of Credit, this Agreement or any other agreement or instrument relating thereto, or any unrelated transactions;
(iv) any demand, statement or any other document presented under the Standby Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;
(v) To pay payment by Bank under the Standby Letter of Credit against presentation of a draft or any issuance and/or other fees that accompanying document which does not strictly comply with the Bank notifies terms of the Borrower will be charged for issuing and processing standby letters Standby Letter of credit for the Borrower.Credit;
(vi) To allow the Bank to automatically charge its checking account for applicable fees, discounts, and other charges.
solvency (viior insolvency) To pay the Bank or financial responsibility (or lack thereof) of any party issuing any documents in connection with a non-refundable fee equal to one and one-half percent (1.5%) per annum Standby Letter of the outstanding undrawn amount of each standby letter of credit, payable annually in advance, calculated on the basis of the face amount outstanding on the day the fee is calculated. If there is a default under this Agreement, at the Bank’s option, the amount of the fee shall be increased to six percent (6%) per annum, effective starting on the day the Bank provides notice of the increase to the Borrower.Credit;
Appears in 1 contract
Samples: Loan Agreement (Sports Club Co Inc)
Standby Letters of Credit. (a) During First Union, as Agent, under the availability period, at the request of the Borrower, the Bank will issue standby letters of credit with a maximum maturity of 365 days but not to extend beyond the Facility Expiration Date. The standby letters of credit may include a provision providing that the maturity date will be automatically extended each year for an additional year unless the Bank gives written notice terms and subject to the contrary; providedconditions of this Agreement, howeveron behalf of itself and each other Bank in the same proportions as each Bank's Loan Commitment bears to the Aggregate Loan Commitment, shall provide Standby Letters of Credit to Borrowers, from time to time prior to the Revolver Termination Date, as requested by Borrowers, provided that each standby letter of credit must include a final maturity date of not later than one hundred eighty (180A) days after the Facility Expiration Date and which will not be subject to automatic extension.
(b) The aggregate amount of the standby letters Standby Letters of credit Credit outstanding at any one time (including the drawn and unreimbursed amounts of the standby letters of credit) may shall not exceed One Million Dollars ($1,000,000).
(c) In calculating the principal amount outstanding under the Facility Commitment12,000,000 or such lesser amount, the calculation shall include the amount of any standby letters of credit outstandingif any, including amounts drawn on any standby letters of credit and not yet reimbursed.
(d) The Borrower agrees:
(i) Any sum drawn under a standby letter of credit mayas will, at the option of the Bank, be when added to the principal amount outstanding under this Agreement. The amount will bear interest and be due as described elsewhere in this Agreement.
(ii) If there is a default under this Agreement, to immediately prepay and make the Bank whole for any outstanding standby letters of credit.
(iii) The issuance of any standby letter of credit and any amendment to a standby letter of credit is subject to the Bank’s written approval and must be in form and content satisfactory to the Bank and in favor of a beneficiary acceptable to the Bank.
(iv) To sign the Bank’s form Application and Agreement for Standby Letter of Credit.
(v) To pay any issuance and/or other fees that the Bank notifies the Borrower will be charged for issuing and processing standby letters of credit for the Borrower.
(vi) To allow the Bank to automatically charge its checking account for applicable fees, discounts, and other charges.
(vii) To pay the Bank a non-refundable fee equal to one and one-half percent (1.5%) per annum of the outstanding undrawn amount of each standby letter of credit, payable annually in advance, calculated on the basis of the face amount outstanding on the day the fee is calculated. If there is a default under this Agreement, at the Bank’s option, the amount of the fee Loans then outstanding, aggregate more than the Aggregate Loan Commitment (or such lesser amount as Borrowers are entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise), and (B) no Standby Letter of Credit shall be increased for a term longer than one year or the Revolver Termination Date, whichever is less. Borrowers shall request a Standby Letter of Credit by delivering a completed letter of credit application to six percent (6%) per annumFirst Union on such form as may be specified by First Union not less than three Business Days prior to the date specified by Borrowers as the date the Standby Letter of Credit is to be issued. The standard form of First Union letter of credit application as currently in effect shall be used. Standby Letters of Credit shall not bear interest until drawn upon but shall each be subject to an annual charge, effective starting payable quarterly in arrears on the day last Business Day of each calendar quarter from the Bank provides notice date of issuance, equal to the LIBO Rate Margin as currently in effect on the average daily maximum amount available to be drawn on the outstanding Standby Letters of Credit, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon Standby Letters of Credit outstanding for that quarter as calculated by First Union on behalf of the increase Banks. Borrowers shall also pay an annual fee to First Union, as Agent, for its own account, payable quarterly in arrears on the Borrowerlast Business Day of each calendar quarter from the date of issuance, equal to 0.125% of the average daily maximum amount available to be drawn on the outstanding Standby Letters of Credit, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon Standby Letters of Credit outstanding for that quarter as calculated by First Union on behalf of the Banks. If any obligation of Borrowers to pay money in connection with any Standby Letter of Credit is not met when requested by First Union, as Agent, as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Loan, and each Bank shall make its proportionate share of such Loan. Any obligation of Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event Borrowers shall terminate the Aggregate Loan Commitment as provided in ss. 2.6 and shall pay the outstanding principal amount of the Loans in full and with interest or the Revolver Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then Borrowers shall furnish to First Union, as Agent, within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of First Union with interest payable to Borrowers, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolver Termination Date, as applicable.
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