The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement. (ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment. (iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer; (D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters of Credit generally; and (E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion. (iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 8 contracts
Samples: Credit Agreement (Avantor, Inc.), Credit Agreement (Avantor, Inc.), Credit Agreement (Avantor, Inc.)
The Letter of Credit Commitment. (i) On and after the Closing Date the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Closing Date. Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars for the account of the Borrower or any Restricted Subsidiary (provided provided, that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the amount of the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or and (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C IssuerIssuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one any Laws binding upon such L/C Issuer;
(E) such Letter of Credit is in an initial amount less than $100,000 (or more policies of such lesser amount agreed to by the L/C Issuing Bank applicable to Letters of Credit generallyIssuer); andor
(EF) any Revolving Credit Lender is at that time then a Defaulting Lender, unless such cash collateral or other credit support reasonably satisfactory to L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory been pledged or otherwise provided to such L/C Issuer (in its sole discretion) with the Borrower respect of such Defaulting Lender’s participation in such requested Letter of Credit or such Lender L/C Issuer has otherwise entered into arrangements satisfactory to L/C Issuer to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) risk with respect to the such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionLender.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(iv) On the Restatement Effective Date, the participations in any outstanding Letters of Credit shall be reallocated so that after giving effect thereto the Extended Maturity Revolving Credit Lenders and the Original Maturity Revolving Credit Lenders shall share ratably in the Revolving Credit Exposures in accordance with the aggregate Revolving Credit Commitments (including both the Original Maturity Revolving Credit Commitments and the Extended Maturity Revolving Credit Commitments from time to time in effect). Notwithstanding anything herein Thereafter until the Maturity Date of the Original Maturity Revolving Credit Facility, the participations in any new Letters of Credit shall be allocated in accordance with the aggregate Revolving Credit Commitments. On the Maturity Date of the Original Maturity Revolving Credit Facility, the participations in the outstanding Letters of Credit of the Original Maturity Revolving Credit Lenders shall be reallocated to the contraryExtended Maturity Revolving Credit Lenders ratably in accordance with their Extended Maturity Revolving Credit Commitments but in any case, only to the extent the sum of the outstanding Original Maturity Revolving Credit Exposure does not exceed the total Extended Maturity Revolving Credit Commitments.
(v) If the reallocation described in clause (iv) above cannot, or can only partially, be effected as a result of the limitations set forth herein, the expiry date of any Letter Borrower shall within five Business Days following notice by the Administrative Agent, either (x) cash collateralize such Original Maturity Revolving Credit Lender’s participations in the outstanding Letters of Credit denominated (after giving effect to any partial reallocation pursuant to clause (iv) above) or (y) backstop such Original Maturity Revolving Credit Lender’s participations in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter Letters of Credit denominated in (after giving effect to any partial reallocation pursuant to clause (iv) above) with a currency other than Dollars shall be issued only at letter of credit reasonably satisfactory to the relevant L/C Issuer’s sole discretion, in each case, for so long as any Letters of Credit are outstanding.
Appears in 6 contracts
Samples: Credit Agreement (West Corp), Credit Agreement (West Corp), Credit Agreement (West Corp)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Date to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars for the account of the Parent Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to be issued hereunder in the name of the Parent Borrower for the benefit of the Parent Borrower or Subsidiary of the Parent Borrower in whose name such Existing Letter of Credit is outstanding immediately prior to the Closing Date and shall constitute Letters of Credit issued under this Agreementsubject to the terms hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii) and Section 2.03(a)(ii)(C), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the L/C Issuer thereof has approved of such expiration date and the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner pursuant to arrangements reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of any Laws binding upon such L/C Issuer;
(E) the L/C Issuing Bank applicable to Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit generallyin Dollars; andor
(EF) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower Borrowers or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iv) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article 9 with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if connection with Letters of Credit issued by it is less than 12 months after the date of issuance or proposed to be issued by it and any Auto-Extension Letter of Credit denominated Issuance Request (and any other document, agreement or instrument entered into by such L/C Issuer and the Parent Borrower or in a currency other than Dollars shall be issued only at the relevant favor of such L/C Issuer’s sole discretion) pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article 9 included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer.
Appears in 4 contracts
Samples: Credit Agreement (PF2 SpinCo, Inc.), Credit Agreement (PF2 SpinCo LLC), Credit Agreement (Change Healthcare Inc.)
The Letter of Credit Commitment. (i1) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit outstanding immediately prior to the Amendment No. 3 Effective Date shall be deemed to be issued hereunder on the Amendment No. 3 Effective Date in the name of the Borrower for the benefit of the Subsidiary of the Borrower in whose name such Existing Letter of Credit is outstanding immediately prior to the ClosingAmendment No. 3 Effective Date and shall constitute Letters of Credit issued under this Agreementsubject to the terms hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iiii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% Lenders holding a majority of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to Revolving Credit Commitments have approved such L/C Issuerexpiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date;
(D) the issuance of such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to would violate any Laws binding upon such L/C Issuer;
(DE) such Letter of Credit is denominated in a currency other than Dollars;
(F) any Revolving Credit Lender is at such time a Defaulting Lender, unless such L/C Issuer has received (as set forth in clause (a)(iv) below) Cash Collateral or similar security satisfactory to such L/C Issuer (in its sole discretion) from either the Borrower or such Defaulting Lender or such Defaulting Lender’s Pro Rata Share of the L/C Obligations has been reallocated pursuant to clause (a)(iv) below in respect of such Defaulting Lender’s obligation to fund under Section 2.03(c);
(G) such Letter of Credit is in an initial amount less than $100,00025,000;
(H) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank Issuer applicable to Letters letters of Credit credit generally; andor
(EI) with respect to any Revolving Credit Lender is at that time a Defaulting Lendercommercial Letter of Credit, unless such the Borrower shall not have established an account with the L/C Issuer has entered into arrangementsfor the payment of fees and any drawings thereunder, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (as set forth in its sole discretionSection 2.03(h) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionbelow.
(ivii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iii) In the case where any Revolving Credit Lender is at any time a Defaulting Lender, the Borrower and such Defaulting Lender each agree, within one Business Day following notice by the Administrative Agent, to cause to be deposited with the Administrative Agent for the benefit of the L/C Issuer, Cash Collateral in the full amount of such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations; provided that, at the Borrower’s option, the Borrower may, by notice to the contraryAdministrative Agent, elect to reallocate all or any part of the Defaulting Lender’s Pro Rata Share of the L/C Obligations among all Revolving Credit Lenders that are not Defaulting Lenders but only to the extent (x) the total Revolving Credit Exposure of all Revolving Credit Lenders that are not Defaulting Lenders plus such Defaulting Lender’s Pro Rata Share of the L/C Obligations and any Swing Line Loans, in each case, except to the extent Cash Collateralized, does not exceed the aggregate Revolving Credit Commitments (excluding the Revolving Credit Commitment of any Defaulting Lender except to the extent of any outstanding Revolving Credit Loans of such Defaulting Lender) and (y) the conditions set forth in Section 4.02 are satisfied at such time (in which case the Revolving Credit Commitments of all Defaulting Lenders shall be deemed to be zero (except to the extent Cash Collateral has been posted in respect of any portion of such Defaulting Lender’s L/C Obligations or participations in Swing Line Loans) for purposes of any determination of the Revolving Credit Lenders’ respective Pro Rata Shares of L/C Obligations (including for purposes of all fee calculations hereunder). The Borrower and/or such Defaulting Lender hereby grant to the Administrative Agent, for the benefit of such L/C Issuer, a security interest in any Cash Collateral and all proceeds of the foregoing with respect to such Defaulting Lender’s participations in Letters of Credit deposited hereunder. Such Cash Collateral shall be maintained in blocked deposit accounts at Bank of America and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this clause (a)(iv) are subject to any right or claim of any Person other than the Administrative Agent for the benefit of such L/C Issuer or that the total amount of such funds is less than such Defaulting Lender’s Pro Rata Share of all L/C Obligations that has not been reallocated as provided above, the expiry date Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (I) such Defaulting Lender’s Pro Rata Share of all L/C Obligations that have not been so reallocated over (II) the total amount of funds, if any, then held as Cash Collateral in respect thereof under this clause (a)(iv) that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit denominated in for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C Issuer. If the Lender that triggers the Cash Collateral requirement under this clause (a)(iv) ceases to be a currency other than Dollars must be approved Defaulting Lender (as determined by the relevant such L/C Issuer in its sole discretion even good faith), or if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant there are no L/C IssuerObligations outstanding, any funds held as Cash Collateral pursuant to the foregoing provisions shall thereafter be returned to the Borrower or the Defaulting Lender, whichever provided the funds for the Cash Collateral, and the Pro Rata Share of the L/C Obligations of each Revolving Credit Lender shall thereafter take into account such Revolving Credit Lender’s sole discretionRevolving Credit Commitment.
Appears in 3 contracts
Samples: Credit Agreement (Summit Materials, Inc.), Credit Agreement (Summit Materials, LLC), Credit Agreement (Summit Materials, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Restatement Effective Date until the earlier to occur of the Letter of Credit Expiration Date or Revolving Credit Termination Date, to issue Letters of Credit payable at sight denominated in any Approved Currency the request of Borrower Agent for the account of the any Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be thereof and for the benefit of any Borrower or any Subsidiary of the Borrower) thereof, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and subsection (2b) to honor drawings under the Letters of Credit below; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of any Borrower and any drawings thereunder; provided that no the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of CreditExtension, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (xA) the aggregate Revolving Credit Exposure Outstandings of any Revolving Credit Lender would exceed such Revolving Lender’s Revolving Credit Commitment Commitment, (B) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments or (yC) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to . Each request by Borrower Agent for the contrary contained herein, no L/C Issuer shall have any obligation to issue trade issuance or commercial letters amendment of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters a Letter of Credit shall be fully revolving, and accordingly deemed to be a representation by Borrower Agent that the Borrower may, during L/C Credit Extension so requested complies with the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled or that have been drawn upon and reimbursed. Notwithstanding anything conditions set forth in the proviso to the contrary herein, on the Closing Date, the preceding sentence. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Restatement Effective Date shall be Letters of Credit issued under this Agreementsubject to and governed by the terms and conditions hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall not be under no any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more later than 12 months after the date earlier of issuance unless (1i) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless and (ii) twelve months after the date of issuance,
(B) any order, judgment, decree, request or directive of any Governmental Authority or arbitrator or any Law shall by its terms purport to enjoin, restrain or prohibit the L/C Issuer from issuing such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of or shall impose upon the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C IssuerIssuer is not otherwise compensated hereunder) not in effect on the Restatement Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Restatement Effective Date;
(DC) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters Issuer;
(D) such Letter of Credit generallyis in an initial amount less than $10,000; andor
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower Borrowers or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iii) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.
(iv) An The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. .
(v) The L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
(vi) Notwithstanding anything herein to contained in this Section 2.03, at the contraryelection of Administrative Agent and the L/C Issuer, Borrower Agent may request that the expiry date L/C Issuer issue Letters of Credit with expiration dates extending beyond the earlier of the Letter of Credit Expiration Date and the Revolving Credit Termination Date (or that the L/C Issuer permits an automatic extension of any Letter of Credit denominated in to a currency other than Dollars must be approved by date beyond the relevant L/C Issuer in its sole discretion even if it is less than 12 months after earlier of the date of issuance and any Auto-Extension Letter of Credit denominated Expiration Date and the Revolving Credit Termination Date), in a currency other than Dollars each case subject to the delivery to Administrative Agent by Borrowers of cash collateral in an amount at least equal to the Minimum Collateral Amount (to be held by the Administrative Agent as set forth in Section 2.16 hereof), and in any event, such cash collateral shall be issued only at deposited no later than 5 Business Days prior to the relevant L/C Issuer’s sole discretionearlier of the Letter of Credit Expiration Date and the Revolving Credit Termination Date.
Appears in 2 contracts
Samples: Credit Agreement (e.l.f. Beauty, Inc.), Credit Agreement (e.l.f. Beauty, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C the Letter of Credit Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the earlier to occur of the Letter of Credit Expiration DateDate or the termination of the Availability Period, to issue Letters of Credit payable at sight denominated in any Approved Currency the request of the Borrower Agent for the account of the a Borrower (or any Restricted other Loan Party or Subsidiary (provided that thereof as to which all "know your customer" or other similar requirements have been satisfied) so long as such Borrower is a joint and several co-applicant; references to a "Borrower" in this Section 2.03 shall be deemed to include reference to such other Loan Party and any Letter of Credit applicable Subsidiary, as the case may be for the benefit of any Subsidiary of the Borrower) be, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of a Borrower and any drawings thereunder; provided that no L/C the Letter of Credit Issuer shall not be obligated to make any L/C Letter of Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit not then outstanding, if as of the date of such L/C Letter of Credit Extension, (xA) the Total Revolving Credit Outstandings would exceed the Maximum Borrowing Amount, (B) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Revolving Credit Lender’s Revolving Credit Commitment Commitment, or (yC) the Outstanding Amount of the L/C all Letter of Credit Obligations would exceed the Letter of Credit Sublimit; provided, further, . Each request by the Borrower Agent for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Agent that notwithstanding anything the Letter of Credit Extension so requested complies with the conditions set forth in the proviso to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of creditpreceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit CommitmentIssuer shall not issue any Letter of Credit, if:
(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless in each case the Required Lenders have approved such expiry date; or
(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless Cash Collateralized or all the Lenders have approved such expiry date.
(iii) An L/C The Letter of Credit Issuer shall not be under no any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C the Letter of Credit Issuer from issuing such Letter of Credit, Credit or any Law applicable to such L/C the Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C the Letter of Credit Issuer shall prohibit, or direct request that such L/C the Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C the Letter of Credit Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C the Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C the Letter of Credit Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such L/C the Letter of Credit Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters Letter of Credit generally; andIssuer;
(EC) such Letter of Credit is in an initial amount less than $10,000;
(D) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C the Letter of Credit Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C the Letter of Credit Issuer (in its sole discretion) with the Borrower Borrowers or such Lender to eliminate such L/C the Letter of Credit Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Letter of Credit Obligations as to which such L/C the Letter of Credit Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iv) An L/C The Letter of Credit Issuer shall not amend any Letter of Credit if the Letter of Credit Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.
(v) The Letter of Credit Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C the Letter of Credit Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any .
(vi) The Letter of Credit denominated in a currency other than Dollars must be approved Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the relevant L/C Issuer in its sole discretion even if it is less than 12 months after documents associated therewith, and the date of issuance and any Auto-Extension Letter of Credit denominated Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in a currency other than Dollars shall Article X with respect to any acts taken or omissions suffered by the Letter of Credit Issuer in connection with Letters of Credit issued by it or proposed to be issued only at by it and Issuer Documents pertaining to such Letters of Credit as fully as if the relevant L/C term “Administrative Agent” as used in Article X included the Letter of Credit Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Letter of Credit Issuer’s sole discretion.
Appears in 2 contracts
Samples: Credit Agreement (Lifecore Biomedical, Inc. \De\), Credit Agreement (Landec Corp \Ca\)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for any Letter and all amounts drawn on any Letters of Credit may be issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary and the Borrower hereby acknowledges that the issuance of Letters of Credit for the account of its Restricted Subsidiaries inures to the benefit of any Subsidiary of the Borrower, and that the Borrower’s business derives benefits from the businesses of such Restricted Subsidiaries) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower or any Restricted Subsidiary and any drawings thereunder; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit ExtensionExtension (v) the Total Revolving Credit Outstandings, (xw) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, would exceed such LenderXxxxxx’s Revolving Credit Commitment or and (yx) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, limits and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters of Credit generally; and
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.
(iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 2 contracts
Samples: Credit Agreement (Allison Transmission Holdings Inc), Credit Agreement (Allison Transmission Holdings Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until 30 days prior to the Letter of Revolving Credit Expiration DateMaturity Date (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) , and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower or any of its Wholly-Owned Consolidated Subsidiaries; provided that no the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Outstandings would exceed the Total Revolving Credit Exposure Commitments, (y) the aggregate Outstanding Amount of the Loans of any Revolving Credit Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, provided further that notwithstanding anything to upon the contrary contained herein, no resignation of Credit Suisse as L/C Issuer Issuer, Credit Suisse shall have any no obligation hereunder to issue trade any new Letter of Credit or commercial letters to extend or renew any existing Letter of creditCredit under this Agreement, and all Letters of Credit issued by Credit Suisse for the account of the Borrower or its Wholly-Owned Consolidated Subsidiaries hereunder shall either be replaced or, if acceptable to Credit Suisse in its sole discretion, backstopped with Letters of Credit issued hereunder or fully Cash Collateralized no later than thirty (30) days following such resignation. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be Letters of Credit issued under this Agreementsubject to and governed by the terms and conditions hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or direct request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance unless or last renewal (1) each Appropriate Lender has approved of such expiration date or (2) as otherwise agreed by the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of Administrative Agent and the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer);
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters of Credit generally; andIssuer;
(E) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000; or
(F) any Revolving Credit Lender is at that such time a Defaulting LenderLender hereunder, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) arrangements with the Borrower or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionLender.
(iviii) An The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Agents in Article X with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter connection with Letters of Credit denominated in a currency other than Dollars shall issued by it or proposed to be issued only at by it and Issuer Documents pertaining to such Letters of Credit as fully as if the relevant term “Agents” as used in Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer’s sole discretion.
Appears in 2 contracts
Samples: Credit Agreement (MacDermid Group Inc.), Credit Agreement (MacDermid Group Inc.)
The Letter of Credit Commitment. (i) On and after the Closing Date, the Existing Letters of Credit for purposes hereof will be deemed to have been issued on the Closing Date under the Revolving Credit Facility. Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars on a sight basis for the account of the Borrower or any Restricted Subsidiary Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the any Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the L/C Commitment of any L/C Issuer would exceed such L/C Issuer’s L/C Commitment or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has the Required Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of the any Laws binding upon such L/C Issuing Bank applicable to Letters of Credit generallyIssuer; andor
(E) any Revolving Credit Lender is at that time a Defaulting LenderLender at such time, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements reasonably satisfactory to such L/C Issuer (in its sole discretion) with it and the Borrower or such Lender Borrowers to eliminate such L/C Issuer’s actual or potential Fronting Exposure risk (after giving effect to Section 2.17(a)(iv2.17(a)) with respect to the Defaulting Lender arising from either the Letter participation in Letters of Credit then proposed to be issued or that Letter by such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of Credit and all other the L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionObligations.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 2 contracts
Samples: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Bloomin' Brands, Inc.)
The Letter of Credit Commitment. (i) On and after the Closing Date the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Closing Date. Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Dollars or an Alternative Currency for the account of the Borrower or any Restricted Subsidiary Company (provided provided, that any Letter of Credit may be for the benefit of any Subsidiary of the BorrowerCompany) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to Sublimit or (z) the contrary contained herein, no aggregate Dollar Amount of Alternative Currency Revolving Credit Loans and L/C Issuer shall have any obligation to issue trade or commercial letters Obligations in respect of creditAlternative Currency Letters of Credit would exceed the Alternative Currency Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has the Required Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters of Credit generally; and
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate Laws binding upon such L/C Issuer’s actual or potential Fronting Exposure ; or
(after giving effect to Section 2.17(a)(iv)E) with respect to the Defaulting Lender arising from either the such Letter of Credit then proposed to be issued or that is in an initial amount less than $100,000, in the case of a commercial Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual Credit, or potential Fronting Exposure as it may elect $100,000, in its sole discretionthe case of a standby Letter of Credit.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 2 contracts
Samples: Credit Agreement (Sungard Data Systems Inc), Credit Agreement (Sungard Data Systems Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Dollars or an Alternative Currency for the account of the Borrower or any Restricted Subsidiary Borrowers (provided provided, that any Letter of Credit may be for the benefit of any Subsidiary of the BorrowerLead Borrower and may be issued for the joint and several account of the Lead Borrower and a Restricted Subsidiary to the extent otherwise permitted by this Agreement; provided further, to the extent any such Subsidiary is a Non-Loan Party, such Letter of Credit shall be deemed an Investment in such Subsidiary and shall only be issued so long as it is permitted hereunder) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Participating Revolving Credit Lender would exceed such Lender’s Participating Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Lead Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Lead Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit issued under this Agreementsubject to the terms hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve (12) months (in the case of standby Letters of Credit) or 180 days (in the case of trade Letters of Credit) after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration expiry date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% or back-stopped by a letter of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner credit reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved such expiry date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% or back-stopped by a letter of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner credit reasonably satisfactory to such L/C IssuerIssuer and the Administrative Agent;
(D) such Letter of Credit would support obligations of the Borrowers or any of its Subsidiaries in respect of the Senior Notes any Junior Financing or any Equity Interest, or any other obligation of the Borrowers or any of its Subsidiaries not reasonably satisfactory to the Administrative Agent;
(E) the issuance of such Letter of Credit would violate one or more policies of the any Laws binding upon such L/C Issuing Bank applicable to Letters Issuer;
(F) such Letter of Credit generally; andis in an initial Dollar Amount less than $100,000 (unless otherwise agreed by such L/C Issuer and the Administrative Agent);
(EG) any Participating Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements reasonably satisfactory to such L/C Issuer (in its sole discretion) with it and the Lead Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.19(a)(iv)) with respect to the participation in Letters of Credit by such Defaulting Lender arising from either Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the L/C Obligations; and
(H) such Letter of Credit then proposed to be issued is denominated in a currency other than Dollars or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionan Alternative Currency.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 twelve (12) months after the date of issuance or last renewal and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 2 contracts
Samples: Credit Agreement (Trinseo S.A.), Credit Agreement (Trinseo S.A.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Amendment No. 6 Effective Date until 30 days prior to the Letter of Initial Revolving Credit Expiration DateMaturity Date (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit payable at sight denominated in Dollars or any Approved Alternative Currency for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the each Borrower) , and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant for the account of each Borrower or any of its Wholly-Owned Restricted Subsidiaries on a pro rata basis in accordance with their respective Pro Rata Share of the Total Revolving Credit Commitments after giving effect to this Section 2.03Amendment No. 6; provided that, on the Amendment No. 6 Effective Date, the aggregate amount of any Existing Letters of Credit shall be reallocated among the Revolving Credit Lenders so that, after giving effect thereto, the Revolving Credit Lenders shall share ratably participations in such Letters of Credit in accordance with their Pro Rata Share of the Revolving Credit Commitment (after giving effect to Amendment No. 6 and any L/C Credit Extension and expiration of any Letter of Credit on the Amendment No. 6 Effective Date); provided, further, that any Letter of Credit issued on behalf of any Restricted Subsidiary of ESI shall be issued naming ESI as the account party on any such Letter of Credit, but such Letter of Credit may contain a statement that it is being issued for the benefit of such Restricted Subsidiary; provided, further, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if if, as of the date of such L/C Credit Extension, (w) the amount available to be drawn under Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s Pro Rata Share of the Letter of Credit Sublimit, provided, that each L/C Issuer, may at its sole discretion make an L/C Credit Extension in excess of its Pro Rata Share so long as the Outstanding Amount of all L/C Obligations would not exceed the Letter of Credit Sublimit, (x) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Revolving Credit Lender’s Revolving Credit Commitment Commitment, (y) the Total Outstandings would exceed the Total Revolving Credit Commitments or (yz) the Outstanding Amount of the all L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, . Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by a Borrower that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of creditCredit Extension so requested complies with the conditions set forth in the first proviso in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Amendment No.6 Effective Date shall be Letters of Credit issued under this Agreementsubject to and governed by the terms and conditions hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An No L/C Issuer shall be under no any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless or last extension (1) each Appropriate Lender has approved of such expiration date or (2) as otherwise agreed by the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to Administrative Agent and such L/C Issuer);
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all of the Lenders have approved such expiry date or the L/C Issuer has approved such expiry date and such requested Letter of Credit has been Cash Collateralized by the applicant requesting such Letter of Credit in an amount equal accordance with Section 2.03(g) at least five Business Days prior to 103% the Letter of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C IssuerCredit Expiration Date;
(D) the issuance of such Letter of Credit would violate one or more policies of the such L/C Issuing Bank applicable to Letters of Credit generally; andIssuer;
(E) except as otherwise agreed by the applicable L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000 (or a principal amount equal to the Dollar Equivalent of $100,000);
(F) any Revolving Credit Lender is at that such time a Defaulting LenderLender hereunder, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) arrangements with the Borrower Borrowers or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) risk with respect to such Lender or reallocate such risk pursuant to Section 2.15(a)(v); or
(G) if it is determined that the Defaulting Lender arising from either applicant or the account party or the beneficiary of the Letter of Credit then proposed to be issued or that Letter is considered an “affiliate” of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect such term is defined in its sole discretionRegulation W of the Federal Reserve.
(iviii) An No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iv) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Agents in Article X with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter connection with Letters of Credit denominated in a currency other than Dollars shall issued by it or proposed to be issued only at by it and Issuer Documents pertaining to such Letters of Credit as fully as if the relevant term “Agents” as used in Article X included the L/C Issuer’s sole discretionIssuers with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.
Appears in 2 contracts
Samples: Credit Agreement (Element Solutions Inc), Credit Agreement (Element Solutions Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Date to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) Borrower and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Existing Letters of Credit may not be renewed or extended upon the current expiry date thereof but may be replaced with new Letters of Credit pursuant to the terms of this Section 2.03; provided that prior to the Escrow Transfer Date with respect to any Cash Collateralized Letter of Credit, such Cash Collateralized Letter of Credit that is required to be replaced in accordance with its terms may be replaced so long as such Letter of Credit is Cash Collateralized at the time of issuance in accordance with the provisions of this Agreement. It is understood and agreed that following the Final Escrow Transfer Date, no Cash Collateralized Letters of Credit will be issued and/or outstanding under this AgreementAgreement unless otherwise agreed among the Administrative Agent, the applicable L/C Issuer and the Borrower (subject to Section 7.03(u)) and such Letter of Credit is designated by such parties as a Cash Collateralized Letter of Credit.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the L/C Issuer thereof has approved of such expiration date and the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto cash collateralized or backstopped in a manner pursuant to arrangements reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of any Laws binding upon such L/C Issuer;
(E) the L/C Issuing Bank applicable to Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit generallyin the requested currency; andor
(EF) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iv) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article IX with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if connection with Letters of Credit issued by it is less than 12 months after the date of issuance or proposed to be issued by it and any Auto-Extension Letter of Credit denominated Issuance Request (and any other document, agreement or instrument entered into by such L/C Issuer and the Borrower or in a currency other than Dollars shall be issued only at the relevant favor of such L/C Issuer’s sole discretion) pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Travelport Worldwide LTD), Credit Agreement (Travelport LTD)
The Letter of Credit Commitment. (i) On and after the Closing Date the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof (i) Existing Letters of Credit denominated in Dollars will be deemed to have been issued under the Dollar Tranche and (ii) Existing Letters of Credit denominated in any Alternative Currency will be deemed to have been issued under the Multicurrency Tranche, in each case on the Closing Date. Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer of a Tranche of the Revolving Credit Facility agrees, in reliance upon the agreements of the other Revolving Credit Lenders of such Tranche set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency under the Dollar Tranche or the Multicurrency Tranche for the account of any Borrower Party (provided that the Borrowers hereby irrevocably agree to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any other Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the BorrowerBorrower Party on a joint and several basis with such Borrower Party) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders under any Tranche severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of any Borrower Party; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit ExtensionExtension (w) the Outstanding Amount of such L/C Issuer’s L/C Obligation would exceed its L/C Commitment (unless otherwise agreed by the applicable L/C Issuer in its sole discretion), (x) the Total Revolving Credit Exposure Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender under the applicable Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations under such Tranche, plus such Xxxxxx’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans under such Tranche would exceed such LenderXxxxxx’s Revolving Credit Commitment under such Tranche or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters of Credit generally; and
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.
(iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 2 contracts
Samples: Credit Agreement (Axalta Coating Systems Ltd.), Credit Agreement (Axalta Coating Systems Ltd.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until no later than thirty (30) days prior to the Letter Latest Maturity Date of the Revolving Credit Expiration DateFacility, to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any other Subsidiary on a joint and several basis with such Subsidiary and any Letter of Credit issued for the account of a Subsidiary that is not a Loan Party shall be subject to receipt of such “know your customer” documentation as may be for requested by the benefit of any Subsidiary of the Borrowerapplicable L/C Issuer) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower or any Subsidiary; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of and after giving effect to such L/C Credit Extension, Extension (x) the Total Revolving Credit Exposure Outstandings would exceed the aggregate Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share (under the aggregate Revolving Credit Lender Facility) of the Outstanding Amount of all L/C Obligations and Pro Rata Share (under the aggregate Revolving Credit Facility) of the Outstanding Amount of all Swingline Loans would exceed such Lender’s Revolving Credit Commitment or (yz) the Outstanding Amount of the all L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An No L/C Issuer shall be under no any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which and which, in each case, such L/C Issuer is not otherwise compensated hereunder)in good fxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has the Required Revolving Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the applicable L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to Issuer and all the Revolving Credit Lenders have approved such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more generally applicable policies of the such L/C Issuing Bank applicable to Letters Issuer in place at the time of Credit generally; andsuch request;
(E) such Letter of Credit is in an initial stated amount of less than $100,000 (or such lesser amount as is acceptable to the applicable L/C Issuer in its sole discretion), or such Letter of Credit is to be denominated in a currency other than Dollars; or
(F) any Revolving Credit Lender is at that time a Defaulting Lender, if after giving effect to Section 2.19(a)(iv), any Fronting Exposure remains outstanding, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionExposure.
(iviii) An No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iv) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article IX with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter connection with Letters of Credit denominated in a currency other than Dollars shall issued by it or proposed to be issued only at by it and Issuer Documents pertaining to such Letters of Credit as fully as if the relevant term “Administrative Agent” as used in Article IX included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer’s sole discretion.
(v) It is agreed that, in the case of a Letter of Credit that is a commercial letter of credit, such commercial letter of credit shall in no event provide for time drafts or bankers’ acceptances.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Keyw Holding Corp), Credit Agreement (Keyw Holding Corp)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer (except the Existing L/C Issuer) agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the BorrowerBorrower and may be issued for the joint and several account of the Borrower and a Restricted Subsidiary to the extent otherwise permitted by this Agreement) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Participating Revolving Credit Lender would exceed such Lender’s Participating Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit issued under this Agreementsubject to the terms hereof. Notwithstanding the foregoing, the Existing L/C Issuer will be the L/C Issuer only with respect to the Existing Letters of Credit referred to in the prior sentence.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve (12) months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% or back-stopped by a letter of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner credit reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved such expiry date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% or back-stopped by a letter of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner credit reasonably satisfactory to such L/C IssuerIssuer and the Administrative Agent;
(D) the issuance of such Letter of Credit would violate one or more any policies of the L/C Issuing Bank Issuer applicable to Letters letters of Credit credit generally; and
(E) any Participating Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements reasonably satisfactory to such L/C Issuer (in its sole discretion) with it and the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter participation in Letters of Credit then proposed to be issued or that Letter by such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of Credit and all other the L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionObligations.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 twelve (12) months after the date of issuance or last renewal and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Portillo's Inc.), First Lien Credit Agreement (Portillo's Inc.)
The Letter of Credit Commitment. (i) Subject to On the terms and subject to the conditions expressly set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) shall, from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars for the account of the Borrower in support of the obligations of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) other Loan Party, and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)2.02(b) below, and (2) to shall honor drawings drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower in support of the obligations -49- of the Borrower or any other Loan Party; provided that no the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Effective Amount of all Revolving Credit Exposure of any Revolving Credit Lender Loans, Swing Line Loans and L/C Obligations would exceed the Total Revolving Loan Commitment at such Lender’s Revolving Credit Commitment or time, (y) the Outstanding aggregate Effective Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Total Lender Risk Participation would exceed such Revolving Lender’s Revolving Loan Commitment, or (z) the Effective Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything . Each Letter of Credit shall be in a form reasonably acceptable to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of creditIssuer. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to Nothing herein limits the contrary herein, on the Closing Date, the Borrower’s obligations under Section 2.06(c)(i). All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be Letters of Credit issued under this Agreementsubject to and governed by the terms and conditions hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Requirement of Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or direct request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing July 2017 Amendment Effective Date, or shall impose upon such the L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing July 2017 Amendment Effective Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii2.02(b)(iii), (1) in the case of any Standby Letter of Credit, the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or last renewal or (2) in the Outstanding Amount case of L/C Obligations in respect any Commercial Letter of Credit, the expiry date of such requested Letter of Credit has been Cash Collateralized would occur more than 180 days after the date of issuance or last renewal, in an amount equal to 103% of either case unless the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to Required Revolving Lenders have approved such L/C Issuerexpiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank Issuer or the terms and conditions of the applicable to Letters Letter of Credit generally; andApplication;
(E) such Letter of Credit is in a face amount less than $25,000, in the case of a Commercial Letter of Credit or $100,000 (or such lesser amount agreed upon by the L/C Issuer) in the case of any Revolving other type of Letter of Credit or denominated in a currency other than Dollars;
(F) such Letter of Credit is in violation of the ISP, the UCP or other applicable Governmental Rule; or
(G) any Lender is at that such time a Defaulting LenderLender hereunder, unless such Lender’s Fronting Exposure has been reallocated to other Lenders in accordance with Section 2.16(a) or the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionExposure.
(iviii) An The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time under the terms hereof to issue such Letter of Credit in its as amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each A)each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to be issued hereunder in the name of the Borrower for the benefit of the Subsidiary of the Borrower in whose name such Existing Letter of Credit is outstanding immediately prior to the Closing Date and shall constitute Letters of Credit issued under this Agreementsubject to the terms hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% Lenders holding a majority of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to Revolving Credit Commitments have approved such L/C Issuerexpiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date;
(D) the issuance of such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to would violate any Laws binding upon such L/C Issuer;
(DE) such Letter of Credit is denominated in a currency other than Dollars;
(F) any Revolving Credit Lender is at such time a Defaulting Lender, unless such L/C Issuer has received (as set forth in clause (a)(iv) below) Cash Collateral or similar security satisfactory to such L/C Issuer (in its sole discretion) from either the Borrower or such Defaulting Lender or such Defaulting Lender’s Pro Rata Share of the L/C Obligations has been reallocated pursuant to clause (a)(iv) below in respect of such Defaulting Lender’s obligation to fund under Section 2.03(c);
(G) such Letter of Credit is in an initial amount less than $100,000;
(H) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank Issuer applicable to Letters letters of Credit credit generally; andor
(EI) with respect to any Revolving Credit Lender is at that time a Defaulting Lendercommercial Letter of Credit, unless such the Borrower shall not have established an account with the L/C Issuer has entered into arrangementsfor the payment of fees and any drawings thereunder, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (as set forth in its sole discretionSection 2.03(h) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionbelow.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iv) In the case where any Revolving Credit Lender is at any time a Defaulting Lender, the Borrower and such Defaulting Lender each agree, within one Business Day following notice by the Administrative Agent, to cause to be deposited with the Administrative Agent for the benefit of the L/C Issuer, Cash Collateral in the full amount of such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations; provided that, at the Borrower’s option, the Borrower may, by notice to the contraryAdministrative Agent, elect to reallocate all or any part of the Defaulting Lender’s Pro Rata Share of the L/C Obligations among all Revolving Credit Lenders that are not Defaulting Lenders but only to the extent (x) the total Revolving Credit Exposure of all Revolving Credit Lenders that are not Defaulting Lenders plus such Defaulting Lender’s Pro Rata Share of the L/C Obligations and any Swing Line Loans, in each case, except to the extent Cash Collateralized, does not exceed the aggregate Revolving Credit Commitments (excluding the Revolving Credit Commitment of any Defaulting Lender except to the extent of any outstanding Revolving Credit Loans of such Defaulting Lender) and (y) the conditions set forth in Section 4.02 are satisfied at such time (in which case the Revolving Credit Commitments of all Defaulting Lenders shall be deemed to be zero (except to the extent Cash Collateral has been posted in respect of any portion of such Defaulting Lender’s L/C Obligations or participations in Swing Line Loans) for purposes of any determination of the Revolving Credit Lenders’ respective Pro Rata Shares of L/C Obligations (including for purposes of all fee calculations hereunder). The Borrower and/or such Defaulting Lender hereby grant to the Administrative Agent, for the benefit of such L/C Issuer, a security interest in any Cash Collateral and all proceeds of the foregoing with respect to such Defaulting Lender’s participations in Letters of Credit deposited hereunder. Such Cash Collateral shall be maintained in blocked deposit accounts at Bank of America and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this clause (a)(iv) are subject to any right or claim of any Person other than the Administrative Agent for the benefit of such L/C Issuer or that the total amount of such funds is less than such Defaulting Lender’s Pro Rata Share of all L/C Obligations that has not been reallocated as provided above, the expiry date Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (I) such Defaulting Lender’s Pro Rata Share of all L/C Obligations that have not been so reallocated over (II) the total amount of funds, if any, then held as Cash Collateral in respect thereof under this clause (a)(iv) that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit denominated in for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C Issuer. If the Lender that triggers the Cash Collateral requirement under this clause (a)(iv) ceases to be a currency other than Dollars must be approved Defaulting Lender (as determined by the relevant such L/C Issuer in its sole discretion even good faith), or if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant there are no L/C IssuerObligations outstanding, any funds held as Cash Collateral pursuant to the foregoing provisions shall thereafter be returned to the Borrower or the Defaulting Lender, whichever provided the funds for the Cash Collateral, and the Pro Rata Share of the L/C Obligations of each Revolving Credit Lender shall thereafter take into account such Revolving Credit Lender’s sole discretionRevolving Credit Commitment.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C the Letter of Credit Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the earlier to occur of the Letter of Credit Expiration DateDate or the termination of the Availability Period, to issue Letters of Credit payable at sight denominated in any Approved Currency the request of the Borrower Agent for the account of the a Borrower (or any Restricted other Loan Party or Domestic Subsidiary (provided that thereof as to which all “know your customer” or other similar requirements have been satisfied) so long as such Borrower is a joint and several co-applicant; references to a “Borrower” in this Section 2.03 shall be deemed to include reference to such other Loan Party and any Letter of Credit applicable Domestic Subsidiary, as the case may be for the benefit of any Subsidiary of the Borrower) be, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the a Borrower and any drawings thereunder; provided that no L/C the Letter of Credit Issuer shall not be obligated to make any L/C Letter of Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Letter of Credit Extension, (xA) the Total Revolving Credit Outstandings would exceed the Maximum Borrowing Amount, (B) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Revolving Credit Lender’s Revolving Credit Commitment Commitment, or (yC) the Outstanding Amount of the L/C all Letter of Credit Obligations would exceed the Letter of Credit Sublimit; provided, further, . Each request by the Borrower Agent for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Agent that notwithstanding anything the Letter of Credit Extension so requested complies with the conditions set forth in the proviso to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of creditpreceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.Issuer shall not issue any Letter of Credit, if:
(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur (i) as to standby Letters of Credit, more than twelve months after the date of issuance or last renewal, and (ii) as to commercial Letters of Credit, later than the earlier of (1) 270 days after the date of issuance thereof and (2) 60 days before the Letter of Credit Expiration Date, unless in each case the Required Lenders have approved such expiry date; or
(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date;
(iii) An L/C The Letter of Credit Issuer shall not be under no any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C the Letter of Credit Issuer from issuing such Letter of Credit, Credit or any Law applicable to such L/C the Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C the Letter of Credit Issuer shall prohibit, or direct request that such L/C the Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C the Letter of Credit Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C the Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C the Letter of Credit Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such L/C the Letter of Credit Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters Letter of Credit generally; andIssuer;
(EC) such Letter of Credit is in an initial amount less than the Dollar Equivalent of $10,000; or
(D) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C the Letter of Credit Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C the Letter of Credit Issuer (in its sole discretion) with the Borrower Borrowers or such Lender to eliminate such L/C the Letter of Credit Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Letter of Credit Obligations as to which such L/C the Letter of Credit Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iv) An L/C The Letter of Credit Issuer shall not amend any Letter of Credit if the Letter of Credit Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.
(v) The Letter of Credit Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C the Letter of Credit Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any .
(vi) The Letter of Credit denominated in a currency other than Dollars must be approved Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the relevant L/C Issuer in its sole discretion even if it is less than 12 months after documents associated therewith, and the date of issuance and any Auto-Extension Letter of Credit denominated Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in a currency other than Dollars shall Article X with respect to any acts taken or omissions suffered by the Letter of Credit Issuer in connection with Letters of Credit issued by it or proposed to be issued only at by it and Issuer Documents pertaining to such Letters of Credit as fully as if the relevant L/C term “Administrative Agent” as used in Article X included the Letter of Credit Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Letter of Credit Issuer’s sole discretion.
Appears in 1 contract
Samples: Credit Agreement (Matrix Service Co)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C the Letter of Credit Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the earlier to occur of the Letter of Credit Expiration DateDate or the termination of the Availability Period, to issue Letters of Credit payable at sight denominated in any Approved Currency the request of the Borrower Agent for the account of the a Borrower (or any Restricted other Loan Party or Domestic Subsidiary (provided that thereof as to which all “know your customer” or other similar requirements have been satisfied) so long as such Borrower is a joint and several co-applicant; references to a “Borrower” in this Section 2.03 shall be deemed to include reference to such other Loan Party and any Letter of Credit applicable Domestic Subsidiary, as the case may be for the benefit of any Subsidiary of the Borrower) be, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the a Borrower and any drawings thereunder; provided that no L/C the Letter of Credit Issuer shall not be obligated to make any L/C Letter of Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Letter of Credit Extension, (xA) the Total Revolving Credit Outstandings would exceed the Maximum Borrowing Amount, (B) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Revolving Credit Lender’s Revolving Credit Commitment Commitment, or (yC) the Outstanding Amount of the L/C all Letter of Credit Obligations would exceed the Letter of Credit Sublimit; provided, further, . Each request by the Borrower Agent for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Agent that notwithstanding anything the Letter of Credit Extension so requested complies with the conditions set forth in the proviso to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of creditpreceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.Issuer shall not issue any Letter of Credit, if:
(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur (i) as to standby Letters of Credit, more than twelve months after the date of issuance or last renewal, and (ii) as to commercial Letters of Credit, later than the earlier of (1) 270 days after the date of issuance thereof and (2) 60 days before the Letter of Credit Expiration Date, unless in each case the Required Lenders have approved such expiry date; or
(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless Cash Collateralized on and after the Letter of Credit Expiration Date or all the Lenders have approved such expiry date;
(iii) An L/C The Letter of Credit Issuer shall not be under no any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C the Letter of Credit Issuer from issuing such Letter of Credit, Credit or any Law applicable to such L/C the Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C the Letter of Credit Issuer shall prohibit, or direct request that such L/C the Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C the Letter of Credit Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C the Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C the Letter of Credit Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such L/C the Letter of Credit Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters Letter of Credit generally; andIssuer;
(EC) such Letter of Credit is in an initial amount less than $10,000;
(D) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C the Letter of Credit Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C the Letter of Credit Issuer (in its sole discretion) with the Borrower Borrowers or such Lender to eliminate such L/C the Letter of Credit Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Letter of Credit Obligations as to which such L/C the Letter of Credit Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iv) An L/C The Letter of Credit Issuer shall not amend any Letter of Credit if the Letter of Credit Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.
(v) The Letter of Credit Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C the Letter of Credit Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any .
(vi) The Letter of Credit denominated in a currency other than Dollars must be approved Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the relevant L/C Issuer in its sole discretion even if it is less than 12 months after documents associated therewith, and the date of issuance and any Auto-Extension Letter of Credit denominated Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in a currency other than Dollars shall Article X with respect to any acts taken or omissions suffered by the Letter of Credit Issuer in connection with Letters of Credit issued by it or proposed to be issued only at by it and Issuer Documents pertaining to such Letters of Credit as fully as if the relevant L/C term “Administrative Agent” as used in Article X included the Letter of Credit Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Letter of Credit Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Amendment No. 1 Effective Date until the Letter of Credit Expiration Date, Date to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower Company or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) Company and to amend amend, renew or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the aggregate Outstanding Amount of L/C Obligations denominated in Yen would exceed the Yen Sublimit; provided. In addition, further, that notwithstanding anything to the contrary contained herein, no face amount of outstanding Letters of Credit issued by any L/C Issuer shall have any obligation to issue trade or commercial letters of creditnot exceed such L/C Issuer’s Applicable L/C Fronting Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Amendment No. 1 Effective Date shall be Letters of Credit issued under this Agreementsubject to and governed by the terms and conditions hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve reserve, liquidity or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Amendment No. 1 Effective Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Amendment No. 1 Effective Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the L/C Issuer thereof has approved of such expiration date and the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto cash collateralized or backstopped in a manner pursuant to arrangements reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of any Laws binding upon such L/C Issuer;
(E) the L/C Issuing Bank applicable to Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit generallyin the requested currency; andor
(EF) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower Company or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iv) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article IX with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if connection with Letters of Credit issued by it is less than 12 months after the date of issuance or proposed to be issued by it and any Auto-Extension Letter of Credit denominated Issuance Request (and any other document, agreement or instrument entered into by such L/C Issuer and the Company or in a currency other than Dollars shall be issued only at the relevant favor of such L/C Issuer’s sole discretion) pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars for the account of the applicable Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of any Borrower and may be issued for the Borrowerjoint and several account of any Borrower and a Restricted Subsidiary to the extent otherwise permitted by this Agreement; provided further that to the extent any such Subsidiary is not a Credit Party, such Letter of Credit shall be deemed an Investment in such Subsidiary and shall only be issued so long as such Investment is permitted hereunder) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuing Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of (and after giving effect to) such L/C Credit Extension, Extension (x) the Revolving Credit Exposure of any Participating Revolving Credit Lender would exceed such LenderXxxxxx’s Participating Revolving Credit Commitment Commitment, (y) the aggregate amount of Revolving Exposure exceeds the aggregate amount of Participating Revolving Credit Commitments then in effect or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit issued under this Agreementsubject to the terms hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iiii) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit if:
: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);not
(Bii) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C An Issuing Bank applicable to Letters of Credit generally; and
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.
(iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Date to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) Borrower and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to be issued hereunder in the name of the Borrower for the benefit of the Borrower or Subsidiary of the Borrower in whose name such Existing Letter of Credit is outstanding immediately prior to the Closing Date and shall constitute Letters of Credit issued under this Agreementsubject to the terms hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii) and Section 2.03(a)(ii)(C), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the L/C Issuer thereof has approved of such expiration date and the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner pursuant to arrangements reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of any Laws binding upon such L/C Issuer;
(E) the L/C Issuing Bank applicable to Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit generallyin the requested currency or type; andor
(EF) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iv) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article 9 with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if connection with Letters of Credit issued by it is less than 12 months after the date of issuance or proposed to be issued by it and any Auto-Extension Letter of Credit denominated Issuance Request (and any other document, agreement or instrument entered into by such L/C Issuer and the Borrower or in a currency other than Dollars shall be issued only at the relevant favor of such L/C Issuer’s sole discretion) pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article 9 included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer.
(v) The Borrower may, at any time and from time to time, reduce the L/C Commitment of any L/C Issuer with the consent of such L/C Issuer; provided that the Borrower shall not reduce the L/C Commitment of any L/C Issuer if, after giving effect to such reduction, the conditions set forth in clause (i) above would not be satisfied.
Appears in 1 contract
Samples: Credit Agreement (Alight Inc. / DE)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Date to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) Borrower and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to be issued hereunder in the name of the Borrower for the benefit of the Borrower or Subsidiary of the Borrower in whose name such Existing Letter of Credit is outstanding immediately prior to the Closing Date and shall constitute Letters of Credit issued under this Agreementsubject to the terms hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii) and Section 2.03(a)(ii)(C), the expiry date of such requested Letter of Credit would occur more later than 12 the earlier of (x) twelve months after the date of issuance or last renewal or (y) the fifth Business Day prior to the Maturity Date of the Revolving Credit Facility, unless (1) each Appropriate Lender has approved of such expiration date or (2) the L/C Issuer thereof has approved of such expiration date and the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner pursuant to arrangements reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of any Laws binding upon such L/C Issuer;
(E) the L/C Issuing Bank applicable to Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit generallyin the requested currency or type; andor
(EF) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iv) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article 9 with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if connection with Letters of Credit issued by it is less than 12 months after the date of issuance or proposed to be issued by it and any Auto-Extension Letter of Credit denominated Issuance Request (and any other document, agreement or instrument entered into by such L/C Issuer and the Borrower or in a currency other than Dollars shall be issued only at the relevant favor of such L/C Issuer’s sole discretion) pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article 9 included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer.
(v) The Borrower may, at any time and from time to time, reduce the L/C Commitment of any L/C Issuer with the consent of such L/C Issuer; provided that the Borrower shall not reduce the L/C Commitment of any L/C Issuer if, after giving effect to such reduction, the conditions set forth in clause (i) above would not be satisfied.
Appears in 1 contract
The Letter of Credit Commitment. (i) On and after the Closing Date, the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Closing Date; provided however, that no Existing Letter of Credit shall be permitted to be renewed upon the expiration thereof; provided that Existing Letters of Credit may be replaced by letters of credit issued by DBNY as L/C Issuer upon request by Borrower and satisfaction of the requirements therefor set forth herein.
(ii) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the earlier of the Letter of Credit Expiration DateDate and the date of the termination of the Revolving Credit Commitments, to issue Letters of Credit payable at on a sight denominated in any Approved Currency basis for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower; provided further, to the extent that any such Subsidiary is not a Loan Party, such Letter of Credit shall be deemed an Investment in such Subsidiary and shall only be issued so long as it is permitted under Section 7.02) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit Credit, and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue issue, renew, extend or amend any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has the Required Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;expiry date; or
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters of Credit generally; and
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate Laws binding upon such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.
(iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until no later than ten Business Days prior to the Letter Latest Maturity Date of the Revolving Credit Expiration DateFacility, to issue Letters of Credit payable at sight denominated in any Approved Dollars or in a Designated Foreign Currency for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any other Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary and any Letter of Credit issued for the account of a Restricted Subsidiary that is not a Loan Party shall be subject to receipt of such “know your customer” documentation as may be for requested by the benefit of any Subsidiary of the Borrowerapplicable L/C Issuer) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower or any Restricted Subsidiary; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of and after giving effect to such L/C Credit Extension, Extension (x) the Total Revolving Credit Exposure Outstandings would exceed the aggregate Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share (under the aggregate Revolving Credit Lender Facility) of the Outstanding Amount of all L/C Obligations and Pro Rata Share (under the aggregate Revolving Credit Facility) of the Outstanding Amount of all Swingline Loans would exceed such Lender’s Revolving Credit Commitment or (yz) the Outstanding Amount of the all L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An No L/C Issuer shall be under no any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which and which, in each case, such L/C Issuer is not otherwise compensated hereunder)in good fxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 after the earlier of (x) the fifth Business Day prior to the Maturity Date of the Revolving Credit Facility and (y) the date that is twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has the Required Revolving Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the applicable L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to Issuer and all the Revolving Credit Lenders have approved such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more generally applicable policies of the such L/C Issuing Bank applicable to Letters Issuer in place at the time of Credit generally; andsuch request;
(E) such Letter of Credit is in an initial stated amount of less than $100,000 (or such lesser amount as is acceptable to the applicable L/C Issuer in its sole discretion), or such Letter of Credit is to be denominated in a currency other than Dollars; or
(F) any Revolving Credit Lender is at that time a Defaulting Lender, if after giving effect to Section 2.19(a)(iv), any Fronting Exposure remains outstanding, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionExposure.
(iviii) An No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iv) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article IX with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter connection with Letters of Credit denominated in a currency other than Dollars shall issued by it or proposed to be issued only at by it and Issuer Documents pertaining to such Letters of Credit as fully as if the relevant term “Administrative Agent” as used in Article IX included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer’s sole discretion.
(v) It is agreed that, in the case of a Letter of Credit that is a commercial letter of credit, such commercial letter of credit shall in no event provide for time drafts or bankers’ acceptances.
Appears in 1 contract
Samples: Credit Agreement (DHX Media Ltd.)
The Letter of Credit Commitment. (i) On and after the Closing Date, the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Closing Date; provided, however, that no Existing Letter of Credit shall be permitted to be renewed upon the expiration thereof; provided that Existing Letters of Credit may be replaced by letters of credit issued by DBTCA as L/C Issuer upon request by Borrower and satisfaction of the requirements therefor set forth herein. Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower or any Restricted Subsidiary (provided provided, that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower; provided, further, to the extent that any such Subsidiary is not a Loan Party, such Letter of Credit shall be deemed an Investment in such Subsidiary and shall only be issued so long as it is permitted under Section 7.02) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit Credit, and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters of Credit generally; and
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.
(iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject On the Closing Date, the Existing Letters of Credit shall be deemed to have been issued hereunder, and each Revolving Lender shall thereupon acquire a participation interest therein in accordance with its Revolving Proportionate Share and the terms of this Section 2.02. The Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions expressly hereof. On the terms and subject to the conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) shall, from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars for the account of a Borrower in support of the obligations of such Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) other Loan Party, and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to shall honor drawings drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of a Borrower in support of the obligations of such Borrower or any other Loan Party; provided that no the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Effective Amount of all Revolving Credit Exposure Loans, Swing Line Loans and L/C Obligations would exceed the Total Available Commitment at such time, (y) the aggregate Effective Amount of the Revolving Loans of any Lender, plus such Lender’s Revolving Credit Lender Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment Proportionate Share of the Total Available Commitment, or (yz) the Outstanding Effective Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything . Each Letter of Credit shall be in a form acceptable to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of creditIssuer. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Requirement of Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or direct request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii2.02(b)(iii), (1) in the case of any Standby Letter of Credit, the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or last renewal or (2) in the Outstanding Amount case of L/C Obligations in respect any Commercial Letter of Credit, the expiry date of such requested Letter of Credit has been Cash Collateralized would occur more than 180 days after the date of issuance or last renewal, in an amount equal to 103% of either case unless the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to Required Lenders have approved such L/C Issuerexpiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank Issuer or the terms and conditions of the applicable to Letters Letter of Credit generally; andApplication;
(E) such Letter of Credit is in a face amount less than $25,000, in the case of a Commercial Letter of Credit, or $100,000, in the case of any Revolving other type of Letter of Credit, or denominated in a currency other than Dollars;
(F) such Letter of Credit is in violation of the ISP, the UCP or other applicable Governmental Rule;
(G) a default of any Lender’s obligations to fund under Section 2.02(c) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless such L/C Issuer the Administrative Agent has entered into arrangements, including the delivery of received (as set forth below) Cash Collateral, Collateral or similar security satisfactory to such the L/C Issuer (in its sole discretion) from the Borrowers in respect of such Defaulting Lender’s obligation to fund under Section 2.02(c) or the L/C Issuer has entered into arrangements satisfactory to the L/C Issuer with the Borrower Borrowers or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionLender.
(iviii) An The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) On and after the Fifth Amendment Effective Date, all Existing Letters of Credit that were issued prior to the Fifth Amendment Effective Date shall continue to be Letters of Credit issued hereunder in respect of the Revolving Credit Commitments on the same terms as applicable to it immediately prior to the Fifth Amendment Effective Date, without need for any further action by a Borrower, any L/C Issuer or any other Person, and each Revolving Credit Lender shall be deemed to have acquired, on the Fifth Amendment Effective Date, a risk participation in each such Letter of Credit in an amount equal to such Lender’s Pro Rata Share of the Revolving Credit Facility multiplied by the amount of such Letter of Credit. Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer of a Tranche of the Revolving Credit Facility agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Dollars under the Dollar Tranche or in Dollars or an Alternative Currency under the Multicurrency Tranche for the account of the Lux Borrower or any Restricted Subsidiary (provided that the Borrowers hereby irrevocably agree to reimburse the applicable L/C Issuer for amounts drawn on any Letter Letters of Credit may be issued for the benefit account of any other Borrower or any Restricted Subsidiary of the Borroweron a joint and several basis with such Restricted Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders under any Tranche severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Lux Borrower or any Restricted Subsidiary; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit ExtensionExtension (w) the L/C Obligations of such L/C Issuer would exceed the Letter of Credit Sublimit of such L/C Issuer , (x) the Total Revolving Credit Exposure Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender under the applicable Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations under such Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans under such Tranche would exceed such Lender’s Revolving Credit Commitment under such Tranche or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An No L/C Issuer shall be under no any obligation to issue any Letter of Credit (and, in the case of clause (B) and (C), no L/C Issuer shall issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which and which, in each case, such L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii2.03(c)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of Required Revolving Lenders and the L/C Obligations related thereto or backstopped Issuer, in a manner reasonably satisfactory to their sole discretion, have approved such L/C Issuerexpiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (i) all the Revolving Credit Lenders and the L/C Issuer have approved such expiry date and/or (ii) the L/C Issuer has approved such expiry date and such requested Letter of Credit has been Cash Collateralized by the applicant requesting such Letter of Credit in an amount equal accordance with Section 2.16 at least five Business Days prior to 103% the Letter of Credit Expiration Date or in the case of Auto-Renewal Letters of Credit, five Business Days prior to the date of the Outstanding Amount relevant Letter of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C IssuerCredit Application;
(D) the issuance of such Letter of Credit would violate one or more generally applicable policies of such L/C Issuer in place at the time of such request;
(E) such Letter of Credit is in an initial stated amount of less than a Dollar Amount equal to $10,000 or such lesser amount as is acceptable to the applicable L/C Issuer in its sole discretion;
(F) such Letter of Credit is denominated in a currency other than Dollars or an Alternative Currency;
(G) the L/C Issuing Bank applicable to Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit generallyin the requested currency; andor
(EH) any Revolving Credit Lender under the applicable Tranche is at that time a Defaulting Lender, unless such the applicable L/C Issuer has entered into arrangements, including reallocation of the Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations pursuant to Section 2.17(a)(iv) or the delivery of Cash Collateral, satisfactory to such L/C Issuer (Collateral in its sole discretion) accordance with Section 2.16 with the Borrower Borrowers or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure under such Tranche (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionunder such Tranche.
(iviii) An No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iv) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders under the applicable Tranche with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article IX with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter connection with Letters of Credit denominated in a currency other than Dollars shall issued by it or proposed to be issued only at by it and Issuer Documents pertaining to such Letters of Credit as fully as if the relevant term “Administrative Agent” as used in Article IX included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer’s sole discretion.
Appears in 1 contract
Samples: Fifth Amendment (Ortho Clinical Diagnostics Holdings PLC)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) other Loan Parties and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower or the other Loan Parties and any drawings thereunder; provided provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if if, as of the date of such L/C Credit Extension, (x) the Revolving Total Outstandings would exceed the Loan Cap, (y) the aggregate Outstanding Amount and after giving effect thereto, each of the Revolvingapplicable Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer SublimitExtension Conditions shall have any obligation to issue trade or commercial letters of creditnot be satisfied. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be Letters of Credit issued under this Agreementsubject to and governed by the terms and conditions hereof.
(iii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An No L/C Issuer shall be under no any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for US\OMARAR\2185v1621.23 9947677.1410 which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which and which, in each case, such L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months (x) in the case of commercial letters of credit, one hundred and eighty (180) days and (y) in the case of standby Letters of Credit, twelve (12) months, in each case, after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect Issuer of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to approved such L/C Issuerexpiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless at the time of issuance, such Letter of Credit has been Cash Collateralized in an amount equal to 103% of accordance with the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerterms hereof;
(D) the issuance of such Letter of Credit would violate one (1) or more policies of the such L/C Issuing Bank applicable to Letters of Credit generallyIssuer; andor
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(ivii) An No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iii) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article 9 with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter connection with Letters of Credit denominated in a currency other than Dollars shall issued by it or proposed to be issued only at by it and Issuer Documents pertaining to such Letters of Credit as fully as if the relevant term “Administrative Agent” as used in Article 9 included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Date to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Lead Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) Lead Borrower and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to be issued hereunder in the name of the applicable Borrower for the benefit of the applicable Borrower or Subsidiary of the applicable Borrower in whose name such Existing Letter of Credit is outstanding immediately prior to the Closing Date and shall constitute Letters of Credit issued under this Agreementsubject to the terms hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii) and Section 2.03(a)(ii)(C), the expiry date of such requested Letter of Credit would occur more later than 12 the earlier of (x) twelve months after the date of issuance or last renewal or (y) the fifth Business Day prior to the Maturity Date of the Revolving Credit Facility, unless (1) each Appropriate Lender has approved of such expiration date or (2) the L/C Issuer thereof has approved of such expiration date and the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner pursuant to arrangements reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of any Laws binding upon such L/C Issuer;
(E) the L/C Issuing Bank applicable to Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit generallyin the requested currency or type; andor
(EF) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the applicable Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.or
Appears in 1 contract
Samples: Credit Agreement (CONDUENT Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.05, (1x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration fifth Business Day prior to the Maturity Date, to issue Letters of Credit payable at sight denominated in Dollars or any Approved Alternative Currency for the account of the Borrower or any Restricted Subsidiary under the Revolving Facility (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with this Section 2.03(b)2.05, and (2y) to honor drawings under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.032.05; provided that no L/C Issuer Issuing Bank shall be obligated to make any L/C LC Credit Extension Extensions with respect to any Letter Letters of Credit, and no Lender Revolving Lenders shall not be obligated to participate in any Letter Letters of Credit if as of the date of if, after giving effect to such L/C LC Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s its Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations Exposure would exceed the its Letter of Credit Sublimit; provided, further, . Each request by the Borrower for an LC Credit Extension shall be deemed to be a representation by the Borrower that notwithstanding anything the LC Credit Extension so requested complies with the conditions set forth in the proviso to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of creditpreceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing periodperiod and subject to the consent of the applicable Issuing Bank, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request No Issuing Bank shall issue or amend any Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B1) subject to Section 2.03(b)(iii2.05(a)(viii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of otherwise agreed by such expiration date or Issuing Bank and the Administrative Agent; or
(2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the applicable fifth Business Day prior to the Maturity Date, unless each Revolving Lender shall have approved such expiry date.
(iii) [Reserved].
(iv) [Reserved].
(v) Each Issuing Bank shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article VIII with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article VIII included each Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Banks.
(vi) Each Letter of Credit Expiration shall be issued or amended, as the case may be, with the consent of the applicable Issuing Bank and upon the request of the Borrower delivered to such 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 Issuing Bank and the Administrative Agent not later than 1:00 p.m. at least two Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the applicable Issuing Bank may agree in a particular instance in its sole discretion. 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 the 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; (g) the currency in which the request Letter of Credit will be denominated; and (h) such other information as shall be necessary to prepare such Letter of Credit. 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 the applicable Issuing Bank (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other information as shall be necessary to amend such Letter of Credit.
(vii) Promptly after receipt of any Letter of Credit Application, the 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 Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such Issuing Bank has received written notice from the Required Lenders, the Administrative Agent or the 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 conditions contained in Section 4.02 (and, with respect to Letters of Credit, if any, issued on the Closing Date, unless the conditions set forth in Section 4.01) shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Bank may (but shall not be required to), 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. Immediately upon the issuance of each Letter of Credit, each Revolving Lender under the applicable Revolving Facility shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from such Issuing Bank a risk participation in such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Percentage under the applicable Revolving Facility times the amount of such Letter of Credit.
(viii) If the Borrower so requests in any applicable Letter of Credit Application, the applicable Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit such Issuing Bank to prevent any such 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 “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 Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been Cash Collateralized in an amount equal issued, the Revolving Lenders shall be deemed to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
have authorized (Dbut may not require) the issuance applicable Issuing Bank to permit the renewal of such Letter of Credit would violate one or more policies of at any time to an expiry date not later than the L/C fifth Business Day prior to the Maturity Date; provided that such Issuing Bank applicable to Letters of Credit generally; and
(E) shall not permit any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.
(iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit renewal if (A) such L/C Issuer Issuing Bank has determined that it would have no obligation at such time not be permitted to issue such Letter of Credit in its amended renewed form under the terms hereofthereof, 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 Nonrenewal Notice Date from the Administrative Agent or the Required Lenders, as applicable, or the Borrower that one or more of the conditions specified in Section 4.02 is not then satisfied.
(ix) 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 Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit does not accept or amendment.
(x) Upon receipt from the proposed amendment to beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date applicable Issuing Bank shall notify promptly the Borrower and the Administrative Agent thereof. In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the applicable Issuing Bank in such Alternative Currency, unless (A) such Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified such Issuing Bank promptly following receipt of the notice of drawing that the Borrower will reimburse such Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency an Alternative Currency, the applicable Issuing Bank shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Not later than 11:00 a.m. on the first Business Day following the date on which the Borrower receives notice of any LC Disbursement (each such date, an “Honor Date”), the Borrower shall reimburse the applicable Issuing Bank in an amount equal to the amount of such LC Disbursement and in the applicable currency. If the Borrower fails to so reimburse such Issuing Bank by such time, the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed LC Disbursement (the “Unreimbursed Amount”) (expressed in Dollars based on the Dollar Equivalent amount thereof in the case of an Alternative Currency), and the amount of such Revolving Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested an ABR Revolving Loan to be disbursed on the Honor Date in an amount equal to the Outstanding Amount of such LC Disbursement, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of ABR Loans, but subject to the amount of the unutilized portion of the Revolving Commitments, and subject to the conditions set forth in Section 4.02 (other than Dollars the delivery of a Borrowing Request). Any notice given by an Issuing Bank or the Administrative Agent pursuant to this Section 2.05(a)(x) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(xi) Each Revolving Lender (including any such Lender acting as an Issuing Bank) shall upon receipt of any notice made pursuant to Section 2.05(a)(x) make funds available to the Administrative Agent for the account of the applicable Issuing Bank at the Administrative Agent’s Office for payments in an amount equal to its Applicable Percentage of any LC Disbursement that has not been reimbursed by the Borrower at or prior to 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.05(a)(xii), each Revolving Lender that so makes funds available shall be issued only deemed to have made an ABR Revolving Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Issuing Bank and such funds shall be applied to repay the applicable LC Disbursement.
(xii) With respect to any LC Disbursement that is not fully reimbursed by the Borrower and has not been refinanced by an ABR Revolving Loan because the applicable conditions set forth in Article IV cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuing Bank an LC Borrowing in the Outstanding Amount of the LC Disbursement that is not so reimbursed or refinanced, which LC Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the relevant L/C Issuerrate specified in Section 2.11(c). In such event, each Revolving Lender’s sole discretionpayment to the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(a)(xi) shall be deemed payment in respect of its participation in such LC Borrowing and shall constitute an LC Advance from such Lender in satisfaction of its participation obligation under this Section 2.05.
(xiii) Until a Revolving Lender funds its Revolving Loan or LC Advance pursuant to this Section 2.05(a) to reimburse the applicable Issuing Bank for any LC Disbursement, interest in respect of such Revolving Lender’s Applicable Percentage of such amount shall be solely for the account of the applicable Issuing Bank.
(xiv) Each Revolving Lender’s obligation to make Revolving Loans or LC Advances to reimburse the applicable Issuing Bank for LC Disbursements that are not reimbursed by the Borrower as set forth herein, as contemplated by this Section 2.05(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Issuing Bank, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.05(a) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Borrowing Request). No such making of an LC Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the applicable Issuing Bank for the amount of any payment made by such Issuing Bank under any Letter of Credit, together with interest as provided herein.
(xv) If any Revolving Lender fails to make available to the Administrative Agent for the account of an Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(a) by the time specified in Section 2.05(a)(xi), such Issuing Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Issuing Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect plus any administrative, processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing. A certificate of an Issuing Bank submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.05(a)(xv) shall be conclusive absent manifest error.
(xvi) If any Revolving Lender becomes a Defaulting Lender following the issuance of any Letter of Credit, the Borrower will promptly deposit Cash Collateral with the Administrative Agent in an amount equal to such Defaulting Lender’s Applicable Percentage of each outstanding Letter of Credit which Cash Collateral shall be held by the Administrative Agent to secure such Defaulting Lender’s obligations to participate in such Letter of Credit (and, if any Cash Collateral remains following the return or expiration of such Letter of Credit, shall be returned to the Borrower promptly following such return or expiration).
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day Borrower shall be entitled during the period from the Closing Date until the Letter of Credit Expiration DateDate to utilize availability under the Aggregate Commitments for the purpose of having L/C Issuers issue, to issue amend or renew Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no by L/C Issuer Issuers pursuant to and in accordance with the terms hereof; provided, however, that the Lenders shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall not be obligated to participate in any Letter of Credit if as unless (i) such Letter of Credit (A) is issued prior to the Letter of Credit Expiration Date and (B) has an expiry date occurring (1) not more than twelve months after the date of issuance, amendment or renewal, as applicable, and (2) on or before the Letter of Credit Expiration Date and (ii) after giving effect to the issuance, amendment or renewal, as applicable, of such L/C Credit ExtensionLetter of Credit, (xA) the Revolving Credit Exposure Total Outstandings shall not exceed the Aggregate Commitments and (B) the aggregate Outstanding Amount of any Revolving Credit the Loans of each Lender would exceed plus such Lender’s Revolving Credit Commitment or (y) 's Pro Rata Share of the Outstanding Amount of the all L/C Obligations would shall not exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of creditsuch Lender's Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit from an L/C Issuer to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Each Letter of Credit Commitment.
(iii) An L/C Issuer Application shall be under no obligation prepared and signed by the Borrower; provided, however, that the Borrower shall be permitted to issue designate any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain such L/C Issuer from issuing such Subsidiary as the account party for the requested Letter of Credit, or any Law applicable to although, notwithstanding such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain fromdesignation, the issuance Borrower shall be the actual account party for all purposes of letters of credit generally or this Agreement for such Letter of Credit in particular or and such designation shall impose upon such L/C Issuer not affect the Borrower's reimbursement obligations hereunder with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters of Credit generally; and
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionCredit.
(iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
Samples: Credit Agreement (Pegasus Satellite Communications Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Dollars or an Alternative Currency for the account of the Borrower or any Restricted Subsidiary Borrowers (provided provided, that any Letter of Credit may be for the benefit of any Subsidiary of the BorrowerLead Borrower and may be issued for the joint and several account of the Lead Borrower and a Restricted Subsidiary to the extent otherwise permitted by this Agreement; provided further, to the extent any such Subsidiary is a Non-Loan Party, such Letter of Credit shall be deemed an Investment in such Subsidiary and shall only be issued so long as it is permitted hereunder) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Participating Revolving Credit Lender would exceed such LenderXxxxxx’s Participating Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Lead Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Lead Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit issued under this Agreementsubject to the terms hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters of Credit generally; and
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.
(iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.was
Appears in 1 contract
Samples: Credit Agreement (Trinseo PLC)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) , and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower; provided that no the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Outstandings would exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender’s Revolving Credit Commitment 's Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the The Existing Letters Letter of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be Letters of Credit issued under this Agreementsubject to and governed by the terms and conditions hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or direct request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good fxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has the Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters of Credit generallyIssuer; andor
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed is in an initial amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit, or is to be issued or that Letter of Credit and all denominated in a currency other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionthan Dollars.
(iviii) An The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Dollars or an Available Currency for the account of the Parent Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit issued under this Agreementsubject to the terms hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuercash collateralized;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more any policies of the L/C Issuing Bank Issuer applicable to Letters letters of Credit credit generally; and
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 twelve months after the date of issuance or last renewal and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
Samples: Credit Agreement (TC3 Health, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars for the account of the Borrower or any Restricted Subsidiary both Borrower (provided that any Letter of Credit may be for issued at the benefit request of the Borrower on behalf of any Subsidiary of the BorrowerRestricted Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or or, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; providedSublimit or (z) the stated expiry date of the Letter of Credit shall be after the Maturity Date with respect to any Non-Refinanced/Extended Revolving Commitments and the aggregate stated amount of all Letters of Credit having stated expiry dates after such Maturity Date, further, that notwithstanding anything when added to the contrary contained hereinaggregate Revolving Credit Exposure of all Revolving Credit Lenders with Revolving Credit Commitments subject to a later Maturity Date as of such date, no L/C Issuer shall have any obligation to issue trade or commercial letters exceeds the aggregate amount of creditsuch Revolving Credit Commitments then in effect. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled terminated or that have been drawn upon and reimbursed. Notwithstanding anything Letters of Credit will be issued on a serial basis by each Primary L/C Issuer, in each case, at the direction of the Administrative Agent, with (i) such issuance to result in the Primary L/C Issuers sharing (to the contrary hereinextent reasonably practicable) ratably in the aggregate exposure with respect to Letters of Credit and (ii) the Letter of Credit exposure of each Primary L/C Issuer to be subject to an individual sub-limit, on which shall be $3,900,000 for DBNY, $3,900,000 for BofA and $2,200,000 for Citi or in such other amounts from time to time as otherwise mutually agreed to by each such Primary L/C Issuer and the Borrower. On and after the Closing Date, the Existing Letters each Exiting Letter of Credit shall be deemed to be Letters a Letter of Credit issued hereunder on the Closing Date for all purposes under this AgreementAgreement and the other Loan Documents.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such the L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such the L/C Issuer;
(D) the issuance of such Letter of Credit would violate one or more any policies of the L/C Issuing Bank Issuer applicable to Letters letters of Credit credit generally; and
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Date to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower or any Restricted Subsidiary of the Borrower (provided that any Letter of Credit may the Borrower shall be for the benefit of any Subsidiary of the Borrowera co-applicant) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of after giving effect to such L/C Credit ExtensionExtension (w) Excess Availability would be less than $0, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to Sublimit or (z) the contrary contained herein, no Outstanding Amount of L/C Obligations of such L/C Issuer shall have any obligation to issue trade or commercial letters would exceed such L/C Issuer’s Specified Letter of creditCredit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Existing Letters of Credit issued under may not be renewed or extended upon the current expiry date thereof but may be replaced with new Letters of Credit pursuant to the terms of this AgreementSection 2.03.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the L/C Issuer thereof has approved of such expiration date and the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner pursuant to arrangements reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of any Laws binding upon such L/C Issuer;
(E) the L/C Issuing Bank applicable to Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit generally; andin the requested currency;
(EF) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash CollateralCollateral or obtaining a backstop letter of credit, in each case, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion; or
(G) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to the letters of credit generally and is being applied to the Borrower in a manner similar to similarly situated borrowers.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iv) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article IX with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if connection with Letters of Credit issued by it is less than 12 months after the date of issuance or proposed to be issued by it and any Auto-Extension Letter of Credit denominated Issuance Request (and any other document, agreement or instrument entered into by such L/C Issuer and the Borrower or in a currency other than Dollars shall be issued only at the relevant favor of such L/C Issuer’s sole discretion) pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) On and after the Closing Date the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof (i) Existing Letters of Credit denominated in Dollars will be deemed to have been issued under the Dollar Tranche and (ii) Existing Letters of Credit denominated in any Alternative Currency will be deemed to have been issued under the Multicurrency Tranche, in each case on the Closing Date. Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer of a Tranche of the Revolving Credit Facility agrees, in reliance upon the agreements of the other Revolving Credit Lenders of such Tranche set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency under the Dollar Tranche or the Multicurrency Tranche for the account of any Borrower Party (provided that the Borrowers hereby irrevocably agree to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any other Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the BorrowerBorrower Party on a joint and several basis with such Borrower Party) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders under any Tranche severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of any Borrower Party; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit ExtensionExtension (w) the Outstanding Amount of such L/C Issuer’s L/C Obligation would exceed its L/C Commitment (unless otherwise agreed by the applicable L/C Issuer in its sole discretion), (x) the Total Revolving Credit Exposure Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender under the applicable Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations under such Tranche, plus such Xxxxxx’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans under such Tranche would exceed such LenderXxxxxx’s Revolving Credit Commitment under such Tranche or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii1) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An No L/C Issuer shall be under no any obligation to issue any Letter of Credit if:
(A1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which and which, in each case, such L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B2) subject to Section 2.03(b)(iii2.03(c)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of Required Revolving Lenders and the L/C Obligations related thereto or backstopped Issuer, in a manner reasonably satisfactory to their sole discretion, have approved such L/C Issuerexpiry date;
(C3) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (i) all the Revolving Credit Lenders and the L/C Issuer have approved such expiry date and/or (ii) the L/C Issuer has approved such expiry date and such requested Letter of Credit has been Cash Collateralized by the applicant requesting such Letter of Credit in an amount equal accordance with Section 2.18 at least five Business Days prior to 103% the Letter of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C IssuerCredit Expiration Date;
(D4) the issuance of such Letter of Credit would violate one or more generally applicable policies of such L/C Issuer in place at the time of such request;
(5) such Letter of Credit is in an initial stated amount of less than a Dollar Amount equal to $10,000 or such lesser amount as is acceptable to the applicable L/C Issuer in its sole discretion;
(6) such Letter of Credit is denominated in a currency other than Dollars or an Alternative Currency;
(7) the L/C Issuing Bank applicable to Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit generallyin the requested currency; andor
(E) 8) any Revolving Credit Lender under the applicable Tranche is at that time a Defaulting Lender, unless such the applicable L/C Issuer has entered into arrangements, including reallocation of the Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations pursuant to Section 2.19(a)(iv) or the delivery of Cash Collateral, satisfactory to such L/C Issuer (Collateral in its sole discretion) accordance with Section 2.18 with the Borrower Borrowers or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure under such Tranche (after giving effect to Section 2.17(a)(iv2.19(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionunder such Tranche.
(iv2) An No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(3) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders under the applicable Tranche with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article IX with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter connection with Letters of Credit denominated in a currency other than Dollars shall issued by it or proposed to be issued only at by it and Issuer Documents pertaining to such Letters of Credit as fully as if the relevant term “Administrative Agent” as used in Article IX included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, ,
(A) each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in Dollars or an Alternative Currency for the account of any Approved Currency Borrower Party (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Borrower Party on a joint and several basis with such Restricted Subsidiary and shall be a co-applicant for each such Letter of Credit issued for the account of a Restricted Subsidiary, but in no event shall any Controlled Non-U.S. Subsidiary, any FSHCO or any direct or indirect Subsidiary of a Controlled Non-U.S. Subsidiary or FSHCO be responsible for any amounts drawn on any Letters of Credit issued for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrowera Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drawings under the Letters of Credit and Credit; and
(B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of any Borrower Party; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit ExtensionExtension (w) the Total Revolving Credit Outstandings in respect of any Revolving Tranche would exceed the Aggregate Commitment under such Revolving Tranche, (x) the Total Revolving Credit Exposure Outstandings would exceed the Aggregate Commitment under the Revolving Credit Facility, (y) the aggregate Pro Rata Share of the Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such LenderXxxxxx’s Revolving Credit Commitment or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer identified on Schedule 1.01(f) shall have any obligation to issue trade or commercial letters make an L/C Credit Extension if, after giving effect thereto, the L/C Obligations in respect of creditLetters of Credit issued by such L/C Issuer would exceed the amount set forth opposite such L/C Issuer’s name on Schedule 1.01(f). Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, expired or been cancelled terminated or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing All Letters of Credit shall be deemed to be Letters of Credit issued under this Agreementdenominated in Dollars or an Alternative Currency.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An No L/C Issuer shall be under no any obligation to issue any Letter of Credit (and, in the case of clause (B) and (C) unless the applicable requisite consents specified therein have been obtained, no L/C Issuer shall issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which and which, in each case, such L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii2.03(a)(ii)(C) below and Section 2.03(c)(iii), the expiry date of such requested Letter of Credit would occur after the earlier of (x) three Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day) and (y) more than 12 months after the date of issuance or the then-current expiry date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such applicable L/C Issuer, in its sole discretion, has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (i) all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date and/or (ii) the applicable L/C Issuer has approved such expiry date and such requested Letter of Credit has been Cash Collateralized by the applicant requesting such Letter of Credit in an amount equal accordance with Section 2.16 at least three Business Days prior to 103% the Letter of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C IssuerCredit Expiration Date;
(D) the issuance of such Letter of Credit would violate one or more generally applicable policies of the such L/C Issuing Bank Issuer in place at the time of such request;
(E) such Letter of Credit is in an initial stated amount of less than $5,000 (or the equivalent Dollar Amount) or such lesser amount as is acceptable to the applicable L/C Issuer in its sole discretion;
(F) such Letter of Credit is denominated in a currency other than Dollars or an Alternative Currency;
(G) the proceeds of any Letter of Credit would be made available directly or knowingly indirectly by any Loan Party to any Person (i) to fund any activity or business of or with any Sanctioned Person, or any dealing or investment in or with any country or territory that, at the time of such funding, is a Sanctioned Country, in each case, in violation of applicable Sanctions Laws and Regulations or (ii) in any manner that would result in a violation of any applicable Sanctions Laws and Regulations by any party to this Agreement;
(H) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit generallyin the requested currency; andor
(EI) any Revolving Credit Lender is at that time a Defaulting Lender, unless such the applicable L/C Issuer has entered into arrangements, including reallocation of the Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations pursuant to Section 2.17(a)(iv) or the delivery of Cash Collateral, satisfactory to such L/C Issuer (Collateral in its sole discretion) accordance with Section 2.16 with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionunder such Tranche.
(iviii) An No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or .
(Biv) Each L/C Issuer shall act on behalf of the beneficiary of such Letter Revolving Credit Lenders with respect to any Letters of Credit does not accept issued by it and the proposed amendment to such Letter documents associated therewith, and each L/C Issuer shall have all of Credit. Notwithstanding anything herein the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article IX with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter connection with Letters of Credit denominated in a currency other than Dollars shall issued by it or proposed to be issued only at by it and Issuer Documents pertaining to such Letters of Credit as fully as if the relevant term “Administrative Agent” as used in Article IX included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer’s sole discretion.
Appears in 1 contract
Samples: Credit Agreement (CarGurus, Inc.)
The Letter of Credit Commitment. (i) Subject On the Fifth Restatement Effective Date, the Existing Letters of Credit shall be deemed to have been issued hereunder, and each Lender shall 4147-6459-6034 thereupon acquire a participation interest therein in accordance with its Revolving Proportionate Share and the terms of this Section 2.02. The Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Fifth Restatement Effective Date shall be subject to and governed by the terms and conditions expressly hereof. On the terms and subject to the conditions set forth herein, ,
(A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) shall, from time to time on any Business Day during the period from the Closing Fifth Restatement Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars for the account of a Borrower in support of the obligations of such Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) other Loan Party, and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to shall honor drawings drafts under the Letters of Credit and Credit; and
(B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of a Borrower in support of the obligations of such Borrower or any other Loan Party; provided that no the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Effective Amount of all Revolving Credit Exposure of any Revolving Credit Lender Loans, Swing Line Loans and L/C Obligations would exceed the Total Revolving Loan Commitment at such Lender’s Revolving Credit Commitment or time, (y) the Outstanding aggregate Effective Amount of the Revolving Loans of any Lender, plus such Lender’s Total Lender Risk Participation would exceed such Xxxxxx’s Revolving Proportionate Share of the Total Revolving Loan Commitment, or (z) the Effective Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything . Each Letter of Credit shall be in a form acceptable to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of creditIssuer. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if::
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Requirement of Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or direct request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Fifth Restatement Effective Date, or shall impose upon such the L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Fifth Restatement Effective Date (for and which such the L/C Issuer is not otherwise compensated hereunder);in good xxxxx xxxxx material to it; 4147-6459-6034 Credit.
(B) subject to Section 2.03(b)(iii2.02(b)(iii), (1) in the case of any Standby Letter of Credit, the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or last renewal or (2) in the Outstanding Amount case of L/C Obligations in respect any Commercial Letter of Credit, the expiry date of such requested Letter of Credit has been Cash Collateralized would occur more than 180 days after the date of issuance or last renewal, in an amount equal to 103% of either case unless the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to Required Lenders have approved such L/C Issuer;expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;expiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank Issuer or the terms and conditions of the applicable to Letters Letter of Credit generallyApplication; and
(E) such Letter of Credit is in a face amount less than $25,000, in the case of a Commercial Letter of Credit, or $100,000, in the case of any Revolving other type of Letter of Credit, or denominated in a currency other than Dollars;
(F) such Letter of Credit is in violation of the ISP, the UCP or other applicable Governmental Rule; or
(G) any Lender is at that such time a Defaulting LenderLender hereunder, unless such Xxxxxx’s Fronting Exposure has been reallocated to other Lenders in accordance with Section 2.16(a), Cash Collateral has been provided as set forth in Section 2.16(c) or the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower Borrowers or such Defaulting Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.Exposure.
(iviii) An The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto -54- 4147-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.6459-6034
Appears in 1 contract
The Letter of Credit Commitment. (i) On and after the Closing Date, the Existing Letters of Credit for purposes hereof will be deemed to have been issued on the Closing Date under the Revolving Credit Facility. Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars on a sight basis for the account of the Borrower or any Restricted Subsidiary Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the any Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the L/C Commitment of any L/C Issuer would exceed such L/C Issuer’s L/C Commitment or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.95159948_7
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has the Required Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of the any Laws binding upon such L/C Issuing Bank applicable to Letters of Credit generallyIssuer; andor
(E) any Revolving Credit Lender is at that time a Defaulting LenderLender at such time, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements reasonably satisfactory to such L/C Issuer (in its sole discretion) with it and the Borrower or such Lender Borrowers to eliminate such L/C Issuer’s actual or potential Fronting Exposure risk (after giving effect to Section 2.17(a)(iv2.17(a)) with respect to the Defaulting Lender arising from either the Letter participation in Letters of Credit then proposed to be issued or that Letter by such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of Credit and all other the L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionObligations.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) On and after the Closing Date, the Existing Letters of Credit for purposes hereof will be deemed to have been issued on the Closing Date under the Revolving Credit Facility. Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from and 193389590_5 including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars on a sight basis for the account of the Borrower or any Restricted Subsidiary Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the any Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the L/C Commitment of any L/C Issuer would exceed such L/C Issuer’s L/C Commitment or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has the Required Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of the any Laws binding upon such L/C Issuing Bank applicable to Letters of Credit generallyIssuer; andor
(E) any Revolving Credit Lender is at that time a Defaulting LenderLender at such time, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements reasonably satisfactory to such L/C Issuer (in its sole discretion) with it and the Borrower or such Lender Borrowers to eliminate such L/C Issuer’s actual or potential Fronting Exposure risk (after giving effect to Section 2.17(a)(iv2.17(a)) with respect to the Defaulting Lender arising from either the Letter participation in Letters of Credit then proposed to be issued or that Letter by such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of Credit and all other the L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.Obligations. 193389590_5
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) On and after the Closing Date, the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Closing Date; provided however, that no Existing Letter of Credit shall be permitted to be renewed upon the expiration thereof; provided that Existing Letters of Credit may be replaced by letters of credit issued by DBNY as L/C Issuer upon request by Borrower and satisfaction of the requirements therefor set forth herein.
(ii) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the earlier of the Letter of Credit Expiration DateDate and the date of the termination of the Revolving Credit Commitments, to issue Letters of Credit payable at on a sight denominated in any Approved Currency basis for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower; provided further, to the extent that such Subsidiary is not a Loan Party, such Letter of Credit shall be deemed an Investment in such Subsidiary and shall only be issued so long as it is permitted under Section 7.02) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit Credit, and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue issue, renew, extend or amend any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has the Required Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;expiry date; or
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters of Credit generally; and
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate Laws binding upon such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.
(iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Dollars or an Available Currency for the account of the Parent Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit issued under this Agreementsubject to the terms hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuercash collateralized;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders under the applicable Revolving Credit Facility have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more any policies of the L/C Issuing Bank Issuer applicable to Letters letters of Credit credit generally; and
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 twelve months after the date of issuance or last renewal and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
Samples: Credit Agreement (Change Healthcare Holdings, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, ,
(A) each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Dollars or an Alternative Currency for the account of the any Borrower or any Restricted Subsidiary Party (provided that the each Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Borrower Party on a joint and several basis with such Restricted Subsidiary and shall be a co-applicant for each such Letter of Credit may be issued for the benefit account of a Restricted Subsidiary, but in no event shall any Controlled Non-U.S. Subsidiary, any FSHCO or any direct or indirect Subsidiary of a Controlled Non-U.S. Subsidiary or FSHCO be responsible for any amounts drawn on any Letters of Credit issued for the Borroweraccount of such Borrower or a Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drawings under the Letters of Credit and Credit; and
(B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of any Borrower Party; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit Extension, Extension (w) the Total Revolving Credit Outstandings in respect of any Revolving Tranche would exceed the Aggregate Commitment under such Revolving Tranche (x) the Total Revolving Credit Exposure Outstandings would exceed the Aggregate Commitment under the Revolving Credit Facility, (y) the aggregate Pro Rata Share of the Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such LenderXxxxxx’s Revolving Credit Commitment or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer identified on Schedule 1.01(f) shall have any obligation to issue trade or commercial letters make an L/C Credit Extension if, after giving effect thereto, the L/C Obligations in respect of creditLetters of Credit issued by such L/C Issuer would exceed the amount set forth opposite such L/C Issuer’s name on Schedule 1.01(f). Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, expired or been cancelled terminated or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing All Letters of Credit shall be deemed denominated in Dollars or an Alternative Currency; provided that each L/C Issuer’s obligation to be issue Letters of Credit issued under this Agreementin any Alternative Currency shall be subject to the currency limitations set forth in the definition of “L/C Issuer”.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An No L/C Issuer shall be under no any obligation to issue any Letter of Credit (and, in the case of clause (B) and (C) unless the applicable requisite consents specified therein have been obtained, no L/C Issuer shall issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which and which, in each case, such L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii2.03(c)(iii), the expiry date of such requested Letter of Credit would occur after the earlier of (x) three Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day) and (y) more than 12 months after the date of issuance or the then-current expiry date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such applicable L/C Issuer;, in its sole discretion, have approved such expiry date.
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (i) all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date and/or (ii) the applicable L/C Issuer has approved such expiry date and such requested Letter of Credit has been Cash Collateralized by the applicant requesting such Letter of Credit in an amount equal accordance with Section 2.16 at least three Business Days prior to 103% the Letter of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C IssuerCredit Expiration Date;
(D) the issuance of such Letter of Credit would violate one or more generally applicable policies of the such L/C Issuing Bank Issuer in place at the time of such request;
(E) such Letter of Credit is in an initial stated amount of less than $5,000 (or the equivalent Dollar Amount) or such lesser amount as is acceptable to the applicable L/C Issuer in its sole discretion;
(F) such Letter of Credit is denominated in a currency other than Dollars or an Alternative Currency;
(G) the proceeds of any Letter of Credit would be made available directly or knowingly indirectly by any Loan Party to any Person (i) to fund any activity or business of or with any Sanctioned Person, or any dealing or investment in or with any country or territory that, at the time of such funding, is a Sanctioned Country, in each case, in violation of applicable Sanctions Laws and Regulations or (ii) in any manner that would result in a violation of any applicable Sanctions Laws and Regulations by any party to this Agreement;
(H) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit generallyin the requested currency; andor
(EI) any Revolving Credit Lender is at that time a Defaulting Lender, unless such the applicable L/C Issuer has entered into arrangements, including reallocation of the Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations pursuant to Section 2.17(a)(iv) or the delivery of Cash Collateral, satisfactory to such L/C Issuer (Collateral in its sole discretion) accordance with Section 2.16 with the Borrower Borrowers or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionunder such Tranche.
(iviii) An No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or .
(Biv) Each L/C Issuer shall act on behalf of the beneficiary of such Letter Revolving Credit Lenders with respect to any Letters of Credit does not accept issued by it and the proposed amendment to such Letter documents associated therewith, and each L/C Issuer shall have all of Credit. Notwithstanding anything herein the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article IX with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter connection with Letters of Credit denominated in a currency other than Dollars shall issued by it or proposed to be issued only at by it and Issuer Documents pertaining to such Letters of Credit as fully as if the relevant term “Administrative Agent” as used in Article IX included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (ia) On and after the Closing Date the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Closing Date. Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Dollars or an Alternative Currency for the account of the Borrower or any Restricted Subsidiary Company (provided provided, that any Letter of Credit may be for the benefit of any Subsidiary of the BorrowerCompany) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to Sublimit or (z) the contrary contained herein, no aggregate Dollar Amount of Alternative Currency Revolving Credit Loans and L/C Issuer shall have any obligation to issue trade or commercial letters Obligations in respect of creditAlternative Currency Letters of Credit would exceed the Alternative Currency Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iiib) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(Bii) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has the Required Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(Ciii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(Div) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters of Credit generally; and
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate Laws binding upon such L/C Issuer’s actual or potential Fronting Exposure ; or
(after giving effect to Section 2.17(a)(iv)v) with respect to the Defaulting Lender arising from either the such Letter of Credit then proposed to be issued or that is in an initial amount less than $100,000, in the case of a commercial Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual Credit, or potential Fronting Exposure as it may elect $100,000, in its sole discretionthe case of a standby Letter of Credit.
(ivc) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
Samples: Second Refinancing and Incremental Amendment (Sungard Capital Corp Ii)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Fourth Amendment and Restatement Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Series C Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Series C Revolving Credit Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Series C Revolving Credit Exposure of any Series C Revolving Credit Lender that is not a Defaulting Lender would exceed such Series C Revolving Credit Lender’s Series C Revolving Credit Commitment Commitment, or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit issued under this Agreementsubject to the terms hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Original Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuercash collateralized;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Series C Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more any policies of the L/C Issuing Bank Issuer applicable to Letters letters of Credit credit generally; and
(E) any Series C Revolving Credit Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower or such Series C Revolving Credit Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date (or, to the extent Section 2.03(a)(ii)(G) has been complied with, the date which is nine (9) Business Days prior to the Maturity Date), to issue Letters of Credit payable at sight denominated in any Approved Dollars or the Alternative Currency for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) Borrowers, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrowers and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any WC Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Total WC Outstandings shall not exceed the Aggregate WC Commitments, (y) the WC Credit Exposure of any Revolving Credit Lender would (less, with respect only to the Alternative Currency Fronting Lender, the aggregate Alternative Currency Risk Participations in all WC Loans denominated in the Alternative Currency) shall not exceed such Lender’s Revolving Credit Commitment or WC Commitment, and (yz) the Outstanding Amount of the L/C Obligations would for Product Under Contract LCs shall not exceed $85,000,000 and, provided further that after giving effect to any L/C Credit Extension with respect to any Revolver Letter of Credit, (x) the Total Revolver Outstandings shall not exceed the Aggregate Revolver Commitments, (y) the Revolver Credit Exposure of any Lender (less, with respect only to the Alternative Currency Fronting Lender, the aggregate Alternative Currency Risk Participations in all Revolver Loans denominated in the Alternative Currency) shall not exceed such Lender’s Revolver Commitment, and (z) the Outstanding Amount of the L/C Obligations with respect to Revolver Letters of Credit shall not exceed the Revolver Letter of Credit Sublimit; provided. In addition, further, the aggregate face amount of all standby Letters of Credit issued to secure bonding and performance obligations of the Borrowers shall not exceed at any time outstanding $40,000,000. Each request by the Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation Credit Extension so requested complies with the conditions set forth in the proviso to issue trade or commercial letters of creditthe preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be Letters of Credit issued under this Agreementsubject to and governed by the terms and conditions hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to shall not issue any Letter of Credit, if:
(A) the request for such L/C Issuer’s issuance, extension or renewal of any Letter of Credit Commitmentis later than nine (9) Business Days prior to the Maturity Date;
(B) any Borrower requests a WC Letter of Credit be issued for any other purpose other than to support purchases of Petroleum Products or to secure bonding and performance obligations, or requests a Revolver Letter of Credit be issued for any purpose other than what the proceeds of a Revolver Loan may be used for;
(C) any Borrower requests a standby Letter of Credit which is to be used to support inventory purchases with an expiry date longer than 180 days from the date of issuance;
(D) any Borrower requests a standby Letter of Credit which is used to secure bonding and performance obligations with an expiry date longer than 364 days;
(E) any Borrower requests a documentary Letter of Credit be issued with an expiry date which is later than the Maturity Date or which has a term longer than ninety (90) days;
(F) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or
(G) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date or unless the Borrowers have provided to the LC Issuer cash collateral for the maximum drawing amount of such Letter of Credit prior to the Maturity Date.
(iii) An The L/C Issuer shall not be under no any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or direct request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such the Letter of Credit any material restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D) the issuance of such the Letter of Credit would violate one or more policies of the L/C Issuing Bank Issuer applicable to Letters letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit generally; andis in an initial stated amount less than $100,000;
(D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or the Alternative Currency;
(E) the L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency; or
(F) any Revolving Credit Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower Borrowers or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iv) An The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit. Notwithstanding anything herein .
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article IX with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter connection with Letters of Credit denominated in a currency other than Dollars shall issued by it or proposed to be issued only at by it and Issuer Documents pertaining to such Letters of Credit as fully as if the relevant term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) On and after the Closing Date the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof (i) Existing Letters of Credit denominated in Dollars will be deemed to have been issued under the Dollar Tranche and (ii) Existing Letters of Credit denominated in any Alternative Currency will be deemed to have been issued under the Multicurrency Tranche, in each case on the Closing Date. Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer of a Tranche of the Revolving Credit Facility agrees, in reliance upon the agreements of the other Revolving Credit Lenders of such Tranche set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency under the Dollar Tranche or the Multicurrency Tranche for the account of any Borrower Party (provided that the Borrowers hereby irrevocably agree to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any other Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the BorrowerBorrower Party on a joint and several basis with such Borrower Party) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders under any Tranche severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of any Borrower Party; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit ExtensionExtension (w) the Outstanding Amount of such L/C Issuer’s L/C Obligation would exceed its L/C Commitment (unless otherwise agreed by the applicable L/C Issuer in its sole discretion), (x) the Total Revolving Credit Exposure Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender under the applicable Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations under such Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans under such Tranche would exceed such Lender’s Revolving Credit Commitment under such Tranche or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters of Credit generally; and
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.
(iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) On and after the Closing Date the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Closing Date.
(ii) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the date that is five (5) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars for the account of the Borrower or any Restricted Subsidiary Company (provided provided, that any a Letter of Credit may be issued hereunder at the request of the Company for the benefit account of any Subsidiary of the BorrowerCompany and such Letter of Credit shall be deemed for all purposes hereunder to be for the account of the Company) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (xy) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such the L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has the Required Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the relevant L/C Obligations related thereto or backstopped in a manner reasonably satisfactory Issuer has approved such expiry date, but so long as the Revolving Credit Lenders are no longer obligated to such reimburse the relevant L/C IssuerIssuer beyond such date unless all Revolving Lenders have approved such expiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of any Laws binding upon the L/C Issuing Bank applicable to Letters of Credit generallyIssuer; andor
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect is in its sole discretionan initial amount less than $100,000.
(iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(v) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article IX with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if connection with Letters of Credit issued by it is less than 12 months after the date of issuance or proposed to be issued by it and any Auto-Extension Letter of Credit denominated Application (and any other document, agreement or instrument entered into by such L/C Issuer and the Company or in a currency other than Dollars shall be issued only at the relevant favor of such L/C Issuer’s sole discretion) pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Amendment No. 1 Effective Date until the Letter of Credit Expiration Date, Date to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower Company or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) Company and to amend amend, renew or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such LenderXxxxxx’s Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the aggregate Outstanding Amount of L/C Obligations denominated in Yen would exceed the Yen Sublimit; provided. In addition, further, that notwithstanding anything to the contrary contained herein, no face amount of outstanding Letters of Credit issued by any L/C Issuer shall have any obligation to issue trade or commercial letters of creditnot exceed such L/C Issuer’s Applicable L/C Fronting Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Amendment No. 1 Effective Date shall be Letters of Credit issued under this Agreementsubject to and governed by the terms and conditions hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters of Credit generally; and
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.
(iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C the Letter of Credit Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the earlier to occur of the Letter of Credit Expiration DateDate or the termination of the Availability Period, to issue Letters of Credit payable at sight denominated in any Approved Currency the request of the Borrower Agent for the account of the a Borrower (or any Restricted other Domestic Subsidiary (provided that thereof as to which all “know your customer” or other similar requirements have been satisfied) so long as such Borrower is a joint and several co-applicant; references to a “Borrower” in this Section 2.03 shall be deemed to include reference to such other Loan Party and any Letter of Credit applicable Domestic Subsidiary, as the case may be for the benefit of any Subsidiary of the Borrower) be, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of a Borrower and any drawings thereunder; provided that no L/C the Letter of Credit Issuer shall not be obligated to make any L/C Letter of Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Letter of Credit Extension, (xA) the Total Revolving Credit Outstandings would exceed the Maximum Borrowing Amount, (B) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Revolving Credit Lender’s Revolving Credit Commitment Commitment, or (yC) the Outstanding Amount of the L/C all Letter of Credit Obligations would exceed the Letter of Credit Sublimit; provided, further, . Each request by the Borrower Agent for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Agent that notwithstanding anything the Letter of Credit Extension so requested complies with the conditions set forth in the proviso to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of creditpreceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof and all fees in respect thereof pursuant to Sections 2.03(h) and 2.09(b) shall be payable (in substitution for any fees set forth in the applicable letter of credit reimbursement agreements or applications relating to the Existing Letters of Credit, except to the extent that such fees are also payable pursuant to Section 2.03(h) and 2.09(b)) as if the Existing Letters of Credit had been issued under this Agreementon the Closing Date. Notwithstanding the foregoing, (x) the Borrowers shall not be required to pay any additional issuance fees with respect to the issuance of the Existing Letters of Credit solely as a result of such letters of credit being converted to a Letter of Credit hereunder, it being understood that the fronting, participation and other fees set forth in Section 2.03(h) and 2.09(b) shall otherwise apply to the Existing Letters of Credit and (y) no Existing Letter of Credit may be extended or renewed.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.Issuer shall not issue any Letter of Credit, if:
(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur (i) as to standby Letters of Credit, more than twelve months after the date of issuance or last renewal, and (ii) as to commercial Letters of Credit, later than the earlier of (1) 270 days after the date of issuance thereof and (2) 60 days before the Letter of Credit Expiration Date, unless in each case the Required Lenders have approved such expiry date; or
(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless Cash Collateralized or all the Lenders have approved such expiry date;
(iii) An L/C The Letter of Credit Issuer shall not be under no any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C the Letter of Credit Issuer from issuing such Letter of Credit, Credit or any Law applicable to such L/C the Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C the Letter of Credit Issuer shall prohibit, or direct request that such L/C the Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C the Letter of Credit Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C the Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C the Letter of Credit Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and in each case which such L/C the Letter of Credit Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters Letter of Credit generally; andIssuer;
(EC) such Letter of Credit is in an initial amount less than $10,000;
(D) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C the Letter of Credit Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C the Letter of Credit Issuer (in its sole discretion) with the Borrower Borrowers or such Lender to eliminate such L/C the Letter of Credit Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Letter of Credit Obligations as to which such L/C the Letter of Credit Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iv) An L/C The Letter of Credit Issuer shall not amend any Letter of Credit if the Letter of Credit Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.
(v) The Letter of Credit Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C the Letter of Credit Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any .
(vi) The Letter of Credit denominated in a currency other than Dollars must be approved Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the relevant L/C Issuer in its sole discretion even if it is less than 12 months after documents associated therewith, and the date of issuance and any Auto-Extension Letter of Credit denominated Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in a currency other than Dollars shall Article X with respect to any acts taken or omissions suffered by the Letter of Credit Issuer in connection with Letters of Credit issued by it or proposed to be issued only at by it and Issuer Documents pertaining to such Letters of Credit as fully as if the relevant L/C term “Administrative Agent” as used in Article X included the Letter of Credit Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Letter of Credit Issuer’s sole discretion.
Appears in 1 contract
Samples: Credit Agreement (Roadrunner Transportation Systems, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars for the account of the Borrower (or any Restricted Subsidiary (provided that any Letter of Credit may so long as the Borrower is a joint and several co-applicant, and references to the “Borrower” in this Section 2.03 shall be for the benefit of any Subsidiary of the Borrowerdeemed to include reference to such Restricted Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower; provided that no the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if if, as of the date of such L/C Credit Extension, (x) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) such Letter of Credit is to be denominated in a currency other than U.S. Dollars;
(B) except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, such Letter of Credit is in an initial stated amount less than $5,000;
(C) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or direct request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such and which, in each case, the L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(BD) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit Credit, prior to giving effect to any automatic renewal, would occur more than 12 twelve (12) months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerlast renewal;
(CE) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless either all the Revolving Credit Lenders and the L/C Issuer have approved such expiry date and no Revolving Credit Lender shall be required to participate in any such Letter of Credit has been issued without such approval or such Letter of Credit is Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C IssuerCollateralized;
(DF) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder;
(G) the issuance of such Letter of Credit would violate any Laws or one or more policies of the L/C Issuing Bank Issuer applicable to Letters letters of Credit credit generally, as certified in writing by the applicable L/C Issuer; andor
(EH) any Revolving Credit Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements reasonably satisfactory to such L/C Issuer (in its sole discretion) with it and the Borrower or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter participation in Letters of Credit then proposed by all such Defaulting Lenders, including, first by reallocating such participations in accordance with Section 2.17(a) and thereafter, by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionto support, each such Defaulting Lender’s Pro Rata Share of any Unreimbursed Amount.
(iviii) An The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iv) Letters of credit outstanding under the Existing Credit Agreement on the Closing Date shall be deemed issued under the Revolving Credit Facility on the Closing Date to the contrary, extent the expiry date applicable letter of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant credit issuer under such facility is an L/C Issuer in its sole discretion even if it is less than 12 months after under the date of issuance and any Auto-Extension Letter of Revolving Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretionFacility.
Appears in 1 contract
The Letter of Credit Commitment. (i) On and after the Closing Date, the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Closing Date; provided however, that no Existing Letter of Credit shall be permitted to be renewed upon the expiration thereof; provided that Existing Letters of Credit may be replaced by letters of credit issued by DBNY as L/C Issuer upon request by Borrower and satisfaction of the requirements therefor set forth herein.
(ii) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the earlier of the Letter of Credit Expiration DateDate and the date of the termination of the Revolving Credit Commitments, to issue Letters of Credit payable at on a sight denominated in any Approved Currency basis for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower; provided further, to the extent that such Subsidiary is not a Loan Party, such Letter of Credit shall be deemed an Investment in such Subsidiary and shall only be issued so long as it is permitted under Section 7.02) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit Credit, and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue issue, renew, extend or amend any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters of Credit generally; and
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.
(iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) On and after the Closing Date the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof (i) Existing Letters of Credit denominated in Dollars will be deemed to have been issued under the Dollar Tranche and (ii) Existing Letters of Credit denominated in any Alternative Currency will be deemed to have been issued under the Multicurrency Tranche, in each case on the Closing Date. Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer of a Tranche of the Revolving Credit Facility agrees, in reliance upon the agreements of the other Revolving Credit Lenders of such Tranche set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency under the Dollar Tranche or the Multicurrency Tranche for the account of any Borrower Party (provided that the Borrowers hereby irrevocably agree to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any other Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the BorrowerBorrower Party on a joint and several basis with such Borrower Party) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders under any Tranche severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of any Borrower Party; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit ExtensionExtension (w) the Outstanding Amount of such L/C Issuer’s L/C Obligation would exceed its L/C Commitment (unless otherwise agreed by the applicable L/C Issuer in its sole discretion), (x) the Total Revolving Credit Exposure Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender under the applicable Tranche, plus such Xxxxxx’s Pro Rata Share of the Outstanding Amount of all L/C Obligations under such Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans under such Tranche would exceed such Lender’s Revolving Credit Commitment under such Tranche or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters of Credit generally; and
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.
(iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, ,
(A) each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in Dollars or an Alternative Currency for the account of any Approved Currency Borrower Party (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Borrower Party on a joint and several basis with such Restricted Subsidiary and shall be a co-applicant for each such Letter of Credit issued for the account of a Restricted Subsidiary, but in no event shall any Controlled Non-U.S. Subsidiary, any FSHCO or any direct or indirect Subsidiary of a Controlled Non-U.S. Subsidiary or FSHCO be responsible for any amounts drawn on any Letters of Credit issued for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrowera Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drawings under the Letters of Credit and Credit; and
(B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of any Borrower Party; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit Extension, Extension (w) the Total Revolving Credit Outstandings in respect of any Revolving Tranche would exceed the Aggregate Commitment under such Revolving Tranche (x) the Total Revolving Credit Exposure Outstandings would exceed the Aggregate Commitment under the Revolving Credit Facility, (y) the aggregate Pro Rata Share of the Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender’s Xxxxxx's Revolving Credit Commitment or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer identified on Schedule 1.01(f) shall have any obligation to issue trade or commercial letters make an L/C Credit Extension if, after giving effect thereto, the L/C Obligations in respect of creditLetters of Credit issued by such L/C Issuer would exceed the amount set forth opposite such L/C 121 Issuer's name on Schedule 1.01(f). Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, expired or been cancelled terminated or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing All Letters of Credit shall be deemed denominated in Dollars or an Alternative Currency; provided that each L/C Issuer's obligation to be issue Letters of Credit issued under this Agreementin any Alternative Currency shall be subject to the currency limitations set forth in the definition of “L/C Issuer”.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An No L/C Issuer shall be under no any obligation to issue any Letter of Credit (and, in the case of clause (B) and (C) unless the applicable requisite consents specified therein have been obtained, no L/C Issuer shall issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which and which, in each case, such L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii2.03(c)(iii), the expiry date of such requested Letter of Credit would occur after the earlier of (x) three Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day) and (y) more than 12 months after the date of issuance or the then-current expiry date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such applicable L/C Issuer;, in its sole discretion, have approved such expiry date.
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (i) all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date and/or (ii) the applicable L/C Issuer has approved such expiry date and such requested Letter of Credit has been Cash Collateralized by the applicant requesting such Letter of Credit in an amount equal accordance with Section 2.16 at least three Business Days prior to 103% the Letter of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C IssuerCredit Expiration Date;
(D) the issuance of such Letter of Credit would violate one or more generally applicable policies of the such L/C Issuing Bank Issuer in place at the time of such request;
(E) such Letter of Credit is in an initial stated amount of less than $5,000 (or the equivalent Dollar Amount) or such lesser amount as is acceptable to the applicable L/C Issuer in its sole discretion;
(F) such Letter of Credit is denominated in a currency other than Dollars or an Alternative Currency;
(G) the proceeds of any Letter of Credit would be made available directly or knowingly indirectly by any Loan Party to any Person (i) to fund any activity or business of or with any Sanctioned Person, or any dealing or investment in or with any country or territory that, at the time of such funding, is a Sanctioned Country, in each case, in violation of applicable Sanctions Laws and Regulations or (ii) in any manner that would result in a violation of any applicable Sanctions Laws and Regulations by any party to this Agreement;
(H) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit generallyin the requested currency; andor
(EI) any Revolving Credit Lender is at that time a Defaulting Lender, unless such the applicable L/C Issuer has entered into arrangements, including reallocation of the Defaulting Lender's Pro Rata Share of the outstanding L/C Obligations pursuant to Section 2.17(a)(iv) or the delivery of Cash Collateral, satisfactory to such L/C Issuer (Collateral in its sole discretion) accordance with Section 2.16 with the Borrower or such Lender to eliminate such L/C Issuer’s 's actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionunder such Tranche.
(iviii) An No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or .
(Biv) Each L/C Issuer shall act on behalf of the beneficiary of such Letter Revolving Credit Lenders with respect to any Letters of Credit does not accept issued by it and the proposed amendment to such Letter documents associated therewith, and each L/C Issuer shall have all of Credit. Notwithstanding anything herein the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article IX with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter connection with Letters of Credit denominated in a currency other than Dollars shall issued by it or proposed to be issued only at by it and Issuer Documents pertaining to such Letters of Credit as fully as if the relevant term "Administrative Agent" as used in Article IX included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower Company or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Designated Borrower) , and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Company or any Designated Borrower and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Total Outstandings shall not exceed the Aggregate Commitments, (y) the Total Credit Exposure of any Revolving Credit Lender would shall not exceed such Lender’s Revolving Credit Commitment or Commitment, and (yz) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit; provided, further, . Each request by the Company or a Designated Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company or such Designated Borrower that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation Credit Extension so requested complies with the conditions set forth in the proviso to issue trade or commercial letters of creditthe preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any subject to and governed by the terms and conditions hereof. No L/C Issuer up to such L/C Issuer’s shall issue any Letter of Credit Commitment.
(iii) An if: subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. No L/C Issuer shall be under no any obligation to issue any Letter of Credit if:
(A) : 30 any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such L/C Issuer is not otherwise compensated hereunder);
(B) subject in good fxxxx xxxxx material to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D) it; the issuance of such the Letter of Credit would violate one or more policies of the such L/C Issuing Bank Issuer applicable to Letters letters of credit generally; except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, the Letter of Credit generallyis in an initial stated amount less than $10,000; and
(E) the Letter of Credit is to be denominated in a currency other than Dollars; or any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower Company or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iv) An . No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant Each L/C Issuer in its sole discretion even if it is less than 12 months after shall act on behalf of the date of issuance and Lenders with respect to any Auto-Extension Letter Letters of Credit denominated in a currency other than Dollars shall be issued only at by it and the relevant documents associated therewith, and the L/C Issuer’s sole discretionIssuers shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuers in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuers with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Amendment No. 6 Effective Date until 30 days prior to the Letter of Initial Revolving Credit Expiration DateMaturity Date (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit payable at sight denominated in Dollars or any Approved Alternative Currency for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the each Borrower) , and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant for the account of each Borrower or any of its Wholly-Owned Restricted Subsidiaries on a pro rata basis in accordance with their respective Pro Rata Share of the Total Revolving Credit Commitments after giving effect to this Section 2.03Amendment No. 6; provided that, on the Amendment No. 6 Effective Date, the aggregate amount of any Existing Letters of Credit shall be reallocated among the Revolving Credit Lenders so that, after giving effect thereto, the Revolving Credit Lenders shall share ratably participations in such Letters of Credit in accordance with their Pro Rata Share of the Revolving Credit Commitment (after giving effect to Amendment No. 6 and any L/C Credit Extension and expiration of any Letter of Credit on the Amendment No. 6 Effective Date); provided, further, that any Letter of Credit issued on behalf of any Restricted Subsidiary of ESI shall be issued naming ESI as the account party on any such Letter of Credit, but such Letter of Credit may contain a statement that it is being issued for the benefit of such Restricted Subsidiary; provided, further, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if if, as of the date of such L/C Credit Extension, (w) the amount available to be drawn under Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s Pro Rata Share of the Letter of Credit Sublimit, provided, that each L/C Issuer, may at its sole discretion make an L/C Credit Extension in excess of its Pro Rata Share so long as the Outstanding Amount of all L/C Obligations would not exceed the Letter of Credit Sublimit, (x) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such LenderRevolving Credit Xxxxxx’s Revolving Credit Commitment Commitment, (y) the Total Outstandings would exceed the Total Revolving Credit Commitments or (yz) the Outstanding Amount of the all L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, . Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by a Borrower that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of creditCredit Extension so requested complies with the conditions set forth in the first proviso in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Amendment No.6 Effective Date shall be Letters of Credit issued under this Agreementsubject to and governed by the terms and conditions hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An No L/C Issuer shall be under no any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless or last extension (1) each Appropriate Lender has approved of such expiration date or (2) as otherwise agreed by the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to Administrative Agent and such L/C Issuer);
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all of the Lenders have approved such expiry date or the L/C Issuer has approved such expiry date and such requested Letter of Credit has been Cash Collateralized by the applicant requesting such Letter of Credit in an amount equal accordance with Section 2.03(g) at least five Business Days prior to 103% the Letter of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C IssuerCredit Expiration Date;
(D) the issuance of such Letter of Credit would violate one or more policies of the such L/C Issuing Bank applicable to Letters of Credit generally; andIssuer;
(E) except as otherwise agreed by the applicable L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000 (or a principal amount equal to the Dollar Equivalent of $100,000);
(F) any Revolving Credit Lender is at that such time a Defaulting LenderLender hereunder, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) arrangements with the Borrower Borrowers or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) risk with respect to such Lender or reallocate such risk pursuant to Section 2.15(a)(v); or
(G) if it is determined that the Defaulting Lender arising from either applicant or the account party or the beneficiary of the Letter of Credit then proposed to be issued or that Letter is considered an “affiliate” of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect such term is defined in its sole discretionRegulation W of the Federal Reserve.
(iviii) An No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iv) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Agents in Article X with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter connection with Letters of Credit denominated in a currency other than Dollars shall issued by it or proposed to be issued only at by it and Issuer Documents pertaining to such Letters of Credit as fully as if the relevant term “Agents” as used in Article X included the L/C Issuer’s sole discretionIssuers with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars for the account of the Borrower or Borrower, any Restricted Subsidiary or any Permitted Joint Venture (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letter Letters of Credit may be issued for the benefit of any Subsidiary account of the Borrower, any Restricted Subsidiary or any Permitted Joint Venture on a joint and several basis with such Restricted Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor conforming drawings under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower, any Restricted Subsidiary or any Permitted Joint Venture; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit Extension, Extension (x) the Revolving Credit Exposure of any Revolving Credit such Lender would exceed such LenderXxxxxx’s Pro Rata Share of the Revolving Credit Commitment or Commitments, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything Sublimit or (z) the Outstanding Amount of the L/C Obligations owed to the contrary contained herein, no any L/C Issuer shall have any obligation to issue trade or commercial letters of creditwould exceed such L/C Issuer’s L/C Issuer Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.the
(iii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An No L/C Issuer shall be under no any obligation to issue any Letter of Credit (and, in the case of clause (B) and (C), no L/C Issuer shall issue any Letter of Credit) if:
: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which and which, in each case, such L/C Issuer is not otherwise compensated hereunder);
in good xxxxx xxxxx material to it; (B) subject to Section 2.03(b)(iii2.03(c)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) and the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such applicable L/C Issuer;
, in their sole discretion, have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (i) each Appropriate Lender and the applicable L/C Issuer have approved such expiry date and/or (ii) the applicable L/C Issuer has approved such expiry date and such requested Letter of Credit has been Cash Collateralized by the applicant requesting such Letter of Credit in an amount equal accordance with Section 2.16 at least five Business Days prior to 103% the Letter of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
Credit Expiration Date; (D) the issuance of such Letter of Credit would violate one or more generally applicable policies of the such L/C Issuing Bank applicable to Letters Issuer in place at the time of such request; (E) such Letter of Credit generallyis in an initial stated amount of less than a Dollar Amount of $100,000 or such lesser amount as is acceptable to the applicable L/C Issuer in its sole discretion; and
(EF) such Letter of Credit is denominated in a currency other than Dollars; or (G) any Revolving Credit Lender is at that time a Defaulting Lender, unless such the applicable L/C Issuer has entered into arrangements, including reallocation of the Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations pursuant to Error! Reference source not found. or the delivery of Cash Collateral, satisfactory to such L/C Issuer (Collateral in its sole discretion) accordance with Section 2.16 with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)Error! Reference source not found.) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionunder such Tranche.
(ivii) An No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under its
(iii) Each L/C Issuer shall act on behalf of the terms hereof, or (B) the beneficiary of such Letter Revolving Credit Lenders with respect to any Letters of Credit does not accept issued by it and the proposed amendment to such Letter documents associated therewith, and each L/C Issuer shall have all of Credit. Notwithstanding anything herein the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article IX with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter connection with Letters of Credit denominated in a currency other than Dollars shall issued by it or proposed to be issued only at by it and Issuer Documents pertaining to such Letters of Credit as fully as if the relevant term “Administrative Agent” as used in Article IX included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer’s sole discretion.
Appears in 1 contract
Samples: Credit Agreement (V2X, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Date to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) Borrower and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that that, subject to clause (p) below, no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such LenderXxxxxx’s Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to Sublimit or (z) the contrary contained herein, no Letter of Credit Percentage of any L/C Issuer would exceed the Letter of Credit Percentage for such L/C Issuer; provided further that (i) the Euros Outstanding shall have any obligation to issue trade or commercial letters of creditnot exceed the Euro Sublimit, (ii) the Sterling Outstanding shall not exceed the Sterling Sublimit and (iii) the Yen Outstanding shall not exceed the Yen Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii) and Section 2.03(a)(ii)(C), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the L/C Issuer thereof has approved of such expiration date and the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner pursuant to arrangements reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of any Laws binding upon such L/C Issuer;
(E) the L/C Issuing Bank applicable to Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit generallyin the requested currency; andor
(EF) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iv) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article IX with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if connection with Letters of Credit issued by it is less than 12 months after the date of issuance or proposed to be issued by it and any Auto-Extension Letter of Credit denominated Issuance Request (and any other document, agreement or instrument entered into by such L/C Issuer and the Borrower or in a currency other than Dollars shall be issued only at the relevant favor of such L/C Issuer’s sole discretion) pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved an Available Currency for the account of the a Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of a Borrower and may be issued for the Borrowerjoint and several account of a Borrower and a Restricted Subsidiary to the extent otherwise permitted by this Agreement) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Participating Revolving Credit Lender would exceed such Lender’s Participating Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the a Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the a Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% or back-stopped by a letter of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner credit reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved such expiry date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% or back-stopped by a letter of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner credit reasonably satisfactory to such L/C IssuerIssuer and the Administrative Agent;
(D) the issuance of such Letter of Credit would violate one or more any policies of the L/C Issuing Bank Issuer applicable to Letters letters of Credit credit generally; and
(E) any Participating Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements reasonably satisfactory to such L/C Issuer (in its sole discretion) with it and the relevant Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter participation in Letters of Credit then proposed to be issued or that Letter by such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of Credit and all other the L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionObligations.
(iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars for the account of the Borrower (or any Restricted Subsidiary (provided that any Letter of Credit may so long as the Borrower is a joint and several co-applicant, and references to the “Borrower” in this Section 2.03 shall be for the benefit of any Subsidiary of the Borrowerdeemed to include reference to such Restricted Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower; provided that no the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if if, as of the date of such L/C Credit Extension, (x) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or direct request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such and which, in each case, the L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit Credit, prior to giving effect to any automatic renewal, would occur more than 12 twelve (12) months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerlast renewal;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D) the issuance of such Letter of Credit would violate any Laws or one or more policies of the L/C Issuing Bank applicable to Letters of Credit generallyIssuer; andor
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender it to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter participation in Letters of Credit then proposed by all such Defaulting Lenders, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer satisfactory to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionto support, each such Defaulting Lender’s Pro Rata Share of any Unreimbursed Amount.
(iviii) An The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, ,
(A) each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in Dollars or an Alternative Currency for the account of any Approved Currency Borrower Party (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Borrower Party on a joint and several basis with such Restricted Subsidiary and shall be a co-applicant for each such Letter of Credit issued for the account of a Restricted Subsidiary, but in no event shall any Controlled Non-U.S. Subsidiary, any FSHCO or any direct or indirect Subsidiary of a Controlled Non-U.S. Subsidiary or FSHCO be responsible for any amounts drawn on any Letters of Credit issued for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrowera Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(c), and (2) to honor drawings under the Letters of Credit and Credit; and
(B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of any Borrower Party; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit Extension, Extension (w) the Total Revolving Credit Outstandings in respect of any Revolving Tranche would exceed the Aggregate Commitment under such Revolving Tranche (x) the Total Revolving Credit Exposure Outstandings would exceed the Aggregate Commitment under the Revolving Credit Facility, (y) the aggregate Pro Rata Share of the Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such LenderXxxxxx’s Revolving Credit Commitment or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer identified on Schedule 1.01(f) shall have any obligation to issue trade or commercial letters make an L/C Credit Extension if, after giving effect thereto, the L/C Obligations in respect of creditLetters of Credit issued by such L/C Issuer would exceed the amount set forth opposite such L/C Issuer’s name on Schedule 1.01(f). Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, expired or been cancelled terminated or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing All Letters of Credit shall be deemed denominated in Dollars or an Alternative Currency; provided that each L/C Issuer’s obligation to be issue Letters of Credit issued under this Agreementin any Alternative Currency shall be subject to the currency limitations set forth in the definition of “L/C Issuer”.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An No L/C Issuer shall be under no any obligation to issue any Letter of Credit (and, in the case of clause (B) and (C) unless the applicable requisite consents specified therein have been obtained, no L/C Issuer shall issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which and which, in each case, such L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii2.03(c)(iii), the expiry date of such requested Letter of Credit would occur after the earlier of (x) three Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day) and (y) more than 12 months after the date of issuance or the then-current expiry date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such applicable L/C Issuer;, in its sole discretion, have approved such expiry date.
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (i) all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date and/or (ii) the applicable L/C Issuer has approved such expiry date and such requested Letter of Credit has been Cash Collateralized by the applicant requesting such Letter of Credit in an amount equal accordance with Section 2.16 at least three Business Days prior to 103% the Letter of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C IssuerCredit Expiration Date;
(D) the issuance of such Letter of Credit would violate one or more generally applicable policies of the such L/C Issuing Bank Issuer in place at the time of such request;
(E) such Letter of Credit is in an initial stated amount of less than $5,000 (or the equivalent Dollar Amount) or such lesser amount as is acceptable to the applicable L/C Issuer in its sole discretion;
(F) such Letter of Credit is denominated in a currency other than Dollars or an Alternative Currency;
(G) the proceeds of any Letter of Credit would be made available directly or knowingly indirectly by any Loan Party to any Person (i) to fund any activity or business of or with any Sanctioned Person, or any dealing or investment in or with any country or territory that, at the time of such funding, is a Sanctioned Country, in each case, in violation of applicable Sanctions Laws and Regulations or (ii) in any manner that would result in a violation of any applicable Sanctions Laws and Regulations by any party to this Agreement;
(H) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit generallyin the requested currency; andor
(EI) any Revolving Credit Lender is at that time a Defaulting Lender, unless such the applicable L/C Issuer has entered into arrangements, including reallocation of the Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations pursuant to Section 2.17(a)(iv) or the delivery of Cash Collateral, satisfactory to such L/C Issuer (Collateral in its sole discretion) accordance with Section 2.16 with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretionunder such Tranche.
(iviii) An No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or .
(Biv) Each L/C Issuer shall act on behalf of the beneficiary of such Letter Revolving Credit Lenders with respect to any Letters of Credit does not accept issued by it and the proposed amendment to such Letter documents associated therewith, and each L/C Issuer shall have all of Credit. Notwithstanding anything herein the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article IX with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter connection with Letters of Credit denominated in a currency other than Dollars shall issued by it or proposed to be issued only at by it and Issuer Documents pertaining to such Letters of Credit as fully as if the relevant term “Administrative Agent” as used in Article IX included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.05, (1x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration fifth Business Day prior to the Maturity Date, to issue Letters of Credit payable at sight denominated in Dollars or any Approved Alternative Currency for the account of the Borrower or any Restricted Subsidiary under the Revolving Facility (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with this Section 2.03(b)2.05, and (2y) to honor drawings under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.032.05; provided that no L/C Issuer Issuing Bank shall be obligated to make any L/C LC Credit Extension Extensions with respect to any Letter Letters of Credit, and no Lender Revolving Lenders shall not be obligated to participate in any Letter Letters of Credit if as of the date of if, after giving effect to such L/C LC Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s its Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations Exposure would exceed the its Letter of Credit Sublimit; provided, further, . Each request by the Borrower for an LC Credit Extension shall be deemed to be a representation by the Borrower that notwithstanding anything the LC Credit Extension so requested complies with the conditions set forth in the proviso to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of creditpreceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing periodperiod and subject to the consent of the applicable Issuing Bank, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request No Issuing Bank shall issue or amend any Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B1) subject to Section 2.03(b)(iii2.05(a)(viii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of otherwise agreed by such expiration date or Issuing Bank and the Administrative Agent; or
(2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the applicable fifth Business Day prior to the Maturity Date, unless each Revolving Lender shall have approved such expiry date.
(iii) [Reserved].
(iv) [Reserved].
(v) Each Issuing Bank shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article VIII with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article VIII included each Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Banks.
(vi) Each Letter of Credit Expiration shall be issued or amended, as the case may be, with the consent of the applicable Issuing Bank and upon the request of the Borrower delivered to such 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 Issuing Bank and the Administrative Agent not later than 1:00 p.m. at least two Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the applicable Issuing Bank may agree in a particular instance in its sole discretion. 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 the 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; (g) the currency in which the request Letter of Credit will be denominated; and (h) such other information as shall be necessary to prepare such Letter of Credit. 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 the applicable Issuing Bank (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other information as shall be necessary to amend such Letter of Credit.
(vii) Promptly after receipt of any Letter of Credit Application, the 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 Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such Issuing Bank has received written notice from the Required Lenders, the Administrative Agent or the 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 conditions contained in Section 4.02 (and, with respect to Letters of Credit, if any, issued on the Closing Date, unless the conditions set forth in Section 4.01) shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Bank may (but shall not be required to), 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. Immediately upon the issuance of each Letter of Credit, each Revolving Lender under the applicable Revolving Facility shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from such Issuing Bank a risk participation in such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Percentage under the applicable Revolving Facility times the amount of such Letter of Credit.
(viii) If the Borrower so requests in any applicable Letter of Credit Application, the applicable Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit such Issuing Bank to prevent any such 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 “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 Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been Cash Collateralized in an amount equal issued, the Revolving Lenders shall be deemed to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
have authorized (Dbut may not require) the issuance applicable Issuing Bank to permit the renewal of such Letter of Credit would violate one or more policies of at any time to an expiry date not later than the L/C fifth Business Day prior to the Maturity Date; provided that such Issuing Bank applicable to Letters of Credit generally; and
(E) shall not permit any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.
(iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit renewal if (A) such L/C Issuer Issuing Bank has determined that it would have no obligation at such time not be permitted to issue such Letter of Credit in its amended renewed form under the terms hereofthereof, 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 Nonrenewal Notice Date from the Administrative Agent or the Required Lenders, as applicable, or the Borrower that one or more of the conditions specified in Section 4.02 is not then satisfied.
(ix) 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 Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit does not accept or amendment.
(x) Upon receipt from the proposed amendment to beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date applicable Issuing Bank shall notify promptly the Borrower and the Administrative Agent thereof. In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the applicable Issuing Bank in such Alternative Currency, unless (A) such Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified such Issuing Bank promptly following receipt of the notice of drawing that the Borrower will reimburse such Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency an Alternative Currency, the applicable Issuing Bank shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Not later than 11:00 a.m. on the first Business Day following the date on which the Borrower receives notice of any LC Disbursement (each such date, an “Honor Date”), the Borrower shall reimburse the applicable Issuing Bank in an amount equal to the amount of such LC Disbursement and in the applicable currency. If the Borrower fails to so reimburse such Issuing Bank by such time, the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed LC Disbursement (the “Unreimbursed Amount”) (expressed in Dollars based on the Dollar Equivalent amount thereof in the case of an Alternative Currency), and the amount of such Revolving Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested an ABR Revolving Loan to be disbursed on the Honor Date in an amount equal to the Outstanding Amount of such LC Disbursement, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of ABR Loans, but subject to the amount of the unutilized portion of the Revolving Commitments, and subject to the conditions set forth in Section 4.02 (other than Dollars the delivery of a Borrowing Request). Any notice given by an Issuing Bank or the Administrative Agent pursuant to this Section 2.05(a)(x) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(xi) Each Revolving Lender (including any such Lender acting as an Issuing Bank) shall upon receipt of any notice made pursuant to Section 2.05(a)(x) make funds available to the Administrative Agent for the account of the applicable Issuing Bank at the Administrative Agent’s Office for payments in an amount equal to its Applicable Percentage of any LC Disbursement that has not been reimbursed by the Borrower at or prior to 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.05(a)(xii), each Revolving Lender that so makes funds available shall be issued only deemed to have made an ABR Revolving Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Issuing Bank and such funds shall be applied to repay the applicable LC Disbursement.
(xii) With respect to any LC Disbursement that is not fully reimbursed by the Borrower and has not been refinanced by an ABR Revolving Loan because the applicable conditions set forth in Article IV cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuing Bank an LC Borrowing in the Outstanding Amount of the LC Disbursement that is not so reimbursed or refinanced, which LC Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the relevant L/C Issuerrate specified in Section 2.11(c). In such event, each Revolving Lender’s sole discretionpayment to the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(a)(xi) shall be deemed payment in respect of its participation in such LC Borrowing and shall constitute an LC Advance from such Lender in satisfaction of its participation obligation under this Section 2.05.
(xiii) Until a Revolving Lender funds its Revolving Loan or LC Advance pursuant to this Section 2.05(a) to reimburse the applicable Issuing Bank for any LC Disbursement, interest in respect of such Revolving Lender’s Applicable Percentage of such amount shall be solely for the account of the applicable Issuing Bank.
(xiv) Each Revolving Lender’s obligation to make Revolving Loans or LC Advances to reimburse the applicable Issuing Bank for LC Disbursements that are not reimbursed by the Borrower as set forth herein, as contemplated by this Section 2.05(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Issuing Bank, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans pursuant to this
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, ,
(A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, ,
(1) from time to time on any Business Day during the period from after the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars or in one or more Alternative Currencies for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and and
(2) to honor drawings drafts under the Letters of Credit and and
(B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof and all cash collateral that was provided to Cash Collateralize the Existing Letters of Credit issued under this Agreementshall be returned to the Borrower on the Closing Date.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% Lenders holding a majority of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to Revolving Credit Commitments have approved such L/C Issuerexpiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of the any Laws binding upon such L/C Issuing Bank applicable to Letters of Credit generally; andIssuer;
(E) such Letter of Credit is denominated in a currency other than Dollars or an Alternative Currency;
(F) any Revolving Credit Lender is at that such time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of received (as set forth in clause (a)(iv) below) Cash Collateral, Collateral or similar security satisfactory to such L/C Issuer (in its sole discretion) with from either the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either or such Defaulting Lender’s Pro Rata Share of the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as has been reallocated pursuant to which clause (a)(iv) below in respect of such L/C Issuer has actual or potential Fronting Exposure as it may elect Defaulting Lender’s obligation to fund under Section 2.03(c); or
(G) such Letter of Credit is in its sole discretionan initial amount less than $100,000.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iv) In the case where any Revolving Credit Lender is at any time a Defaulting Lender, the Defaulting Lender’s Pro Rata Share of the L/C Obligations will be reallocated among all Revolving Credit Lenders that are not Defaulting Lenders (pro rata in accordance with their respective Pro Rata Shares) but only to the contraryextent (x) the total Revolving Credit Exposure of all Revolving Credit Lenders that are not Defaulting Lenders plus such Defaulting Lender’s Pro Rata Share of the L/C Obligations and any Swing Line Loans, in each case, except to the extent Cash Collateralized, does not exceed the aggregate Revolving Credit Commitments (excluding the Revolving Credit Commitment of any Defaulting Lender) and (y) the conditions set forth in Section 4.01 are satisfied at such time (in which case the Revolving Credit Commitments of all Defaulting Lenders shall be deemed to be zero (except to the extent Cash Collateral has been posted by such Defaulting Lender in respect of any portion of such Defaulting Lender’s L/C Obligations or participations in Swing Line Loans) for purposes of any determination of the Revolving Credit Lenders’ respective Pro Rata Shares of L/C Obligations (including for purposes of all fee calculations hereunder)); provided, that if such reallocation cannot be made as provided above, the expiry date Borrower and such Defaulting Lender, on a joint and several basis, hereby agree, within two Business Days following written notice by the Administrative Agent, to cause to be deposited with the Administrative Agent for the benefit of the L/C Issuer, Cash Collateral in the full amount of such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations. The Borrower and/or such Defaulting Lender hereby grant to the Administrative Agent, for the benefit of such L/C Issuer, a security interest in any Cash Collateral and all proceeds of the foregoing with respect to such Defaulting Lender’s participations in Letters of Credit deposited hereunder. Such Cash Collateral shall be maintained in blocked deposit accounts at Bank of America and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this clause (a)(iv) are subject to any right or claim of any Person other than the Administrative Agent for the benefit of such L/C Issuer or that the total amount of such funds is less than such Defaulting Lender’s Pro Rata Share of all L/C Obligations that has not been reallocated as provided above, the Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (I) such Defaulting Lender’s Pro Rata Share of all L/C Obligations that have not been so reallocated over (II) the total amount of funds, if any, then held as Cash Collateral in respect thereof under this clause (a)(iv) that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit denominated in for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C Issuer. If the Lender that triggers the Cash Collateral requirement under this clause (a)(iv) ceases to be a currency other than Dollars must be approved Defaulting Lender (as determined by the relevant such L/C Issuer in its sole discretion even good faith), or if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant there are no L/C IssuerObligations outstanding, any funds held as Cash Collateral pursuant to the foregoing provisions shall thereafter be returned to the Borrower or the Defaulting Lender, whichever provided the funds for the Cash Collateral, and the Pro Rata Share of the L/C Obligations of each Revolving Credit Lender shall thereafter take into account such Revolving Credit Lender’s sole discretionRevolving Credit Commitment.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth hereinherein and in any agreement entered into between Borrower and the applicable L/C Issuer, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Date to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) Borrower and to amend earliest occurring maturity date such Swing Line Loan shall be deemed reallocated to the tranche or extend Letters tranches of the Non-Expiring Credit previously issued by itCommitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, in accordance with Section 2.03(b), immediately prior to such reallocation the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (2y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to honor drawings under the Letters of Credit and (B) pay Swing Line Loans allocated to the Revolving Credit Lenders severally agree to participate in Letters of holding the Expiring Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as Commitments at the maturity date of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Expiring Credit Commitment or (y) if the Outstanding Amount Loans have been accelerated prior to the maturity date of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Expiring Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having . Upon the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters of Credit generally; and
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.
(iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry maturity date of any Letter tranche of Revolving Credit denominated in a currency Commitments, the sublimit for Swing Line Loans may be reduced as agreed between the Swing Line Lender and the Borrower, without the consent of any other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretionPerson.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from and including the Closing Amendment Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable Credit, at sight denominated in any Approved an Available Currency for the account of the Borrower or any Restricted Subsidiary a Loan Party (provided that any Letter of Credit may be for the benefit of any Subsidiary of a Loan Party and may be issued for the Borrowerjoint and several account of a Loan Party and/or any of their Subsidiaries, in each case to the extent otherwise permitted by this Agreement) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Participating Revolving Credit Lenders severally agree to participate in Letters of Credit (but shall not, for the avoidance of doubt, participate in Alternative Letters of Credit) issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Participating Revolving Credit Lender would exceed such Lender’s Participating Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations in respect of Letters of Credit would exceed the applicable Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the a Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the a Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything .
(i) Subject to the contrary terms and conditions set forth herein, each Alternative L/C Issuer (or an Affiliate of such an Alternative L/C Issuer) may, in its discretion, upon request of a Borrower, (A) from time to time on any Business Day during the Closing period from and including the Amendment Effective Date until the Letter of Credit Expiration Date, agree to issue Alternative Letters of Credit on a bilateral basis to a Borrower at sight denominated in an Available Currency for the Existing account of a Loan Party (provided that any Alternative Letter of Credit may be for the benefit of any Subsidiary of a Loan Party or may be issued for the joint and several account of a Loan Party and/or any of their Subsidiaries, in each case to the extent otherwise permitted by this Agreement) and to amend or renew Alternative Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (B) honor drafts under the Alternative Letters of Credit; provided that no Alternative L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Alternative Letter of Credit if, as of the date of such L/C Credit Extension, the Revolving Credit Exposure of that Alternative L/C Issuer would exceed such Alternative L/C Issuer’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, a Borrower’s ability to obtain Alternative Letters of Credit shall be deemed to be fully revolving, and accordingly a Borrower may, during the foregoing period, obtain Alternative Letters of Credit issued under this Agreementto replace Alternative Letters of Credit that have expired or that have been drawn upon and reimbursed.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any No L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An or Alternative L/C Issuer shall be under no any obligation to issue any Letter of Credit or Alternative Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer or Alternative L/C Issuer from issuing such Letter of Credit or Alternative Letter of Credit, or any Law applicable to such L/C Issuer or Alternative L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer or Alternative L/C Issuer shall prohibit, or direct that such L/C Issuer or Alternative L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit or Alternative Letter of Credit in particular or shall impose upon such L/C Issuer or Alternative L/C Issuer with respect to such Letter of Credit or Alternative Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer or Alternative L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Amendment Effective Date, or shall impose upon such L/C Issuer or Alternative L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Amendment Effective Date (for which such L/C Issuer or Alternative L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit or Alternative Letter of Credit would occur more than 12 months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit or Alternative Letter of Credit has been Cash Collateralized in an amount equal to 103% or back-stopped by a letter of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner credit reasonably satisfactory to such L/C Issuer or Alternative L/C Issuer, as applicable;
(C) the expiry date of such requested Letter of Credit or Alternative Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved such expiry date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit or Alternative Letter of Credit has been Cash Collateralized in an amount equal to 103% or back-stopped by a letter of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner credit reasonably satisfactory to such L/C Issuer or Alternative L/C Issuer, as applicable, and the Administrative Agent;
(D) the issuance of such Letter of Credit or Alternative Letter of Credit would violate one or more any policies of the L/C Issuing Bank Issuer or Alternative L/C Issuer, as applicable, applicable to Letters letters of Credit credit generally; and;
(E) with respect to any Letter of Credit, any Participating Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements reasonably satisfactory to such L/C Issuer (in its sole discretion) with it and the relevant Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter participation in Letters of Credit then proposed to be issued or that Letter by such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of Credit and all other the L/C Obligations as in respect of such Letter of Credit; or
(F) such Letter of Credit or Alternative Letter of Credit is denominated in a currency other than an Available Currency applicable to the Class of Commitments under which such Letter of Credit or Alternative Letter of Credit is issued.
(iii) No L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.
(iv) An Alternative L/C Issuer shall be under no any obligation to amend any Letter of Credit or Alternative Letter of Credit if (A) such L/C Issuer or Alternative L/C Issuer would have no obligation at such time to issue such Letter of Credit or Alternative Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit or Alternative Letter of Credit does not accept the proposed amendment to such Letter of Credit or Alternative Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit or Alternative Letter of Credit denominated in a currency other than Dollars an Available Currency must be approved by the relevant L/C Issuer or Alternative L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance or last renewal and any Auto-Extension Letter of Credit denominated in a currency other than Dollars an Available Currency shall be issued only at the sole discretion of the relevant L/C Issuer or Alternative L/C Issuer’s sole discretion.
Appears in 1 contract
Samples: Additional Facility Joinder Agreement (Liberty Latin America Ltd.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Date to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) Borrower and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Existing Letters of Credit issued under may not be renewed or extended upon the current expiry date thereof but may be replaced with new Letters of Credit pursuant to the terms of this AgreementSection 2.03.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the L/C Issuer thereof has approved of such expiration date and the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner pursuant to arrangements reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of any Laws binding upon such L/C Issuer;
(E) the L/C Issuing Bank applicable to Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit generallyin the requested currency; andor
(EF) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iv) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article IX with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if connection with Letters of Credit issued by it is less than 12 months after the date of issuance or proposed to be issued by it and any Auto-Extension Letter of Credit denominated Issuance Request (and any other document, agreement or instrument entered into by such L/C Issuer and the Borrower or in a currency other than Dollars shall be issued only at the relevant favor of such L/C Issuer’s sole discretion) pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Sublimit Expiration Date, Date to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower or any Restricted Subsidiary of the Borrower (provided that any Letter of Credit may the Borrower shall be for the benefit of any Subsidiary of the Borrowera co-applicant) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of after giving effect to such L/C Credit ExtensionExtension (w) Excess Availability would be less than $0, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to Sublimit or (z) the contrary contained herein, no Outstanding Amount of L/C Obligations of such L/C Issuer shall have any obligation to issue trade or commercial letters would exceed such L/C Issuer’s Specified Letter of creditCredit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be Letters of Credit issued under this Agreementsubject to and governed by the terms and conditions hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance issuance, unless (1) each Appropriate Lender has approved of such expiration date or (2) the L/C Issuer thereof has approved of such expiration date and the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner pursuant to arrangements reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Sublimit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of any Laws binding upon such L/C Issuer;
(E) the L/C Issuing Bank applicable to Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit generally; andin the requested currency;
(EF) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash CollateralCollateral or obtaining a backstop letter of credit, in each case, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion; or
(G) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to the letters of credit generally and is being applied to the Borrower in a manner similar to similarly situated borrowers.
(iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iv) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article IX with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if connection with Letters of Credit issued by it is less than 12 months after the date of issuance or proposed to be issued by it and any Auto-Extension Letter of Credit denominated Issuance Request (and any other document, agreement or instrument entered into by such L/C Issuer and the Borrower or in a currency other than Dollars shall be issued only at the relevant favor of such L/C Issuer’s sole discretion) pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.05, (1x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration fifth Business Day prior to the Maturity Date, to issue Letters of Credit payable at sight denominated in Dollars or any Approved Alternative Currency for the account of the Borrower or any Restricted Subsidiary under the Revolving Facility (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with this Section 2.03(b)2.05, and (2y) to honor drawings under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.032.05; provided that no L/C Issuer Issuing Bank shall be obligated to make any L/C LC Credit Extension Extensions with respect to any Letter Letters of Credit, and no Lender Revolving Lenders shall not be obligated to participate in any Letter Letters of Credit if as of the date of if, after giving effect to such L/C LC Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s its Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations Exposure would exceed the its Letter of Credit Sublimit; provided, further, . Each request by the Borrower for an LC Credit Extension shall be deemed to be a representation by the Borrower that notwithstanding anything the LC Credit Extension so requested complies with the conditions set forth in the proviso to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of creditpreceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing periodperiod and subject to the consent of the applicable Issuing Bank, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request No Issuing Bank shall issue or amend any Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank applicable to Letters of Credit generally; and
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.
(iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject On the Closing Date, the Existing Letters of Credit shall be deemed to have been issued hereunder, and each Revolving Lender shall thereupon acquire a participation interest therein in accordance with its Revolving Proportionate Share and the terms of this Section 2.02. The Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions expressly hereof. On the terms and subject to the conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.02, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency Dollars for the account of the Borrower in support of the obligations of the Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) other Loan Party, and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower in support of the obligations of the Borrower or any other Loan Party; provided that no the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Effective Amount of all Revolving Credit Exposure of any Revolving Credit Lender Loans, Swing Line Loans and L/C Obligations would exceed the Total Revolving Loan Commitment at such Lender’s Revolving Credit Commitment or time, (y) the Outstanding aggregate Effective Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender's Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Revolving Lender's Revolving Proportionate Share of the Effective Amount of all Swing Line Loans would exceed such Revolving Lender's Revolving Loan Commitment, or (z) the Effective Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything . Each Letter of Credit shall be in a form acceptable to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of creditIssuer. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Requirement of Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or direct request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii2.02(b)(iii), (1) in the case of any Standby Letter of Credit, the expiry date of such requested Letter of Credit would occur more than 12 twelve months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or last renewal or (2) in the Outstanding Amount case of L/C Obligations in respect any Commercial Letter of Credit, the expiry date of such requested Letter of Credit has been Cash Collateralized would occur more than 180 days after the date of issuance or last renewal, in an amount equal to 103% of either case unless the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to Required Lenders have approved such L/C Issuerexpiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuing Bank Issuer or the terms and conditions of the applicable to Letters Letter of Credit generally; andApplication;
(E) such Letter of Credit is in a face amount less than $25,000, in the case of a Commercial Letter of Credit, or $100,000, in the case of any Revolving Credit other type of Letter of Credit, or denominated in a currency other than Dollars; or
(F) any Lender is at that such time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer's risk with respect to such Lender or the L/C Issuer has received (as set forth below) Cash Collateral or similar security satisfactory to the L/C Issuer (in its sole discretion) with from either the Borrower or such Defaulting Lender in respect of such Defaulting Lender's obligation to eliminate fund under Section 2.02(c). The Borrower and/or such Defaulting Lender hereby grants to the Administrative Agent, for the benefit of the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect , a security interest in all such Cash Collateral and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, deposit accounts at Xxxxx Fargo and may be invested in Cash Equivalents reasonably acceptable to the Defaulting Lender arising from either Administrative Agent. If at any time the Letter Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of Credit then proposed to be issued any Person other than the Administrative Agent or that Letter the total amount of Credit and all other such funds is less than the aggregate L/C Obligations in respect of such Defaulting Lender, the Borrower will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to which be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate L/C Issuer has actual or potential Fronting Exposure Obligations over (y) the total amount of funds, if any, then held as it may elect in its sole discretionCash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Governmental Approvals, to reimburse the L/C Issuer.
(iviii) An The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
Appears in 1 contract
Samples: Credit Agreement (Valueclick Inc/Ca)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Initial Borrowing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of the Borrower or any Restricted Subsidiary of the Borrower (provided provided, that the Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Letter Letters of Credit may be issued for the benefit account of any Subsidiary of the BorrowerRestricted Subsidiaries) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower or such Restricted Subsidiary; provided provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Outstandings would exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Initial Borrowing Date shall be Letters of Credit issued under this Agreementsubject to and governed by the terms and conditions hereof.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iii) An No L/C Issuer shall be under no any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Initial Borrowing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Initial Borrowing Date (for which and which, in each case, such L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 twelve (12) months after the date of issuance or last renewal, unless (1) each Appropriate Lender has the Required Revolving Lenders have approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuerexpiry date;
(D) the issuance of such Letter of Credit would violate one or more policies of the such L/C Issuing Bank applicable to Letters Issuer in place at the time of Credit generally; andsuch request;
(E) such Letter of Credit is in an initial stated amount of less than $100,000 (or such lesser amount as may be acceptable to the applicable L/C Issuer in its sole discretion, but in no event less than $50,000), or such Letter of Credit is to be denominated in a currency other than Dollars; or
(F) any Revolving Credit Lender is at that time a Defaulting Lender, unless such the applicable L/C Issuer has entered into arrangements, including reallocation of the Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations pursuant to Section 2.18(a)(iv) or the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(iviii) An No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iv) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article IX with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter connection with Letters of Credit denominated in a currency other than Dollars shall issued by it or proposed to be issued only at by it and Issuer Documents pertaining to such Letters of Credit as fully as if the relevant term “Administrative Agent” as used in Article IX included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer’s sole discretion.
(v) It is agreed that, in the case of a commercial letter of credit, such commercial letter of credit shall in no event provide for time drafts or bankers’ acceptances.
Appears in 1 contract
Samples: Credit Agreement (Rapid Roaming Co)
The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until 30 days prior to the Letter of Maturity Date for Revolving Credit Expiration Date, Commitments to issue Letters of Credit payable at sight denominated in any Approved Available Currency for the account of the any Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the BorrowerSubsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Available Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the a Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.
(ii) The Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
(iiii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer[Reserved];
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless each Appropriate Lender has approved such expiry date or such Letter of Credit has been is Cash Collateralized in an amount equal to 103% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner pursuant to arrangements reasonably satisfactory acceptable to such the relevant L/C Issuer;
(D) the issuance of such Letter of Credit would violate one or more policies of the any Laws binding upon such L/C Issuing Bank applicable to Letters of Credit generally; andIssuer;
(E) such Letter of Credit is in an initial amount less than $10,000 (or such smaller amount as the relevant L/C Issuer may in its discretion agree); or
(F) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) ), with the a Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure Exposure, as it may elect in its sole discretion.
(ivii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein .
(iii) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the contrary, the expiry date of Administrative Agent in Article IX with respect to any Letter of Credit denominated in a currency other than Dollars must be approved acts taken or omissions suffered by the relevant such L/C Issuer in its sole discretion even if connection with Letters of Credit issued by it is less than 12 months after the date of issuance or proposed to be issued by it and any Auto-Extension Letter of Credit denominated in a currency Application (and any other than Dollars shall be issued only at document, agreement or instrument entered into by such L/C Issuer and the relevant Borrower or in favor of such L/C Issuer’s sole discretion) pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer.
Appears in 1 contract
