The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.04, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to 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 or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit, if: (A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or (B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date. (iii) No L/C Issuer shall be under 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 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency. (iv) 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. (v) 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 the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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 5 contracts
Samples: Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower Company or any of its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vw) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Revolving Outstandings shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, Line Cap (x) the aggregate Outstanding Amount of the Revolving Loans of any LenderLender (other than Swing Line Loans), plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, Obligations and Swing Line Loans shall not exceed such Lender’s Revolving Commitment then in effectCommitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the aggregate Letter of Credit Sublimit, Sublimit and (z) the aggregate Outstanding Amount face amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by any L/C Issuer shall not, unless otherwise agreed by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage exceed its Letter of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such timeCredit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. 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 or that have been drawn upon and reimbursed. 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.
(ii) No An L/C Issuer shall not issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii2.03(c)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approves Required Lenders have approved such expiry date; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and approved by the applicable L/C Issuer have approved such expiry dateIssuer.
(iii) No An L/C Issuer shall not be under 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 the 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) hereunder not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000;
(D) such Letter of Credit is to be denominated in a currency other than Dollars;
(E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(F) any Lender is at that time a Defaulting Lender, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)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 2.22(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 L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) No An L/C Issuer shall not amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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 5 contracts
Samples: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency for the account of the any Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s provided that any Canadian Letter of Credit Commitmentmay be for the benefit of any Canadian Loan Party), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders each Domestic Lender severally agree agrees to participate in Domestic Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Domestic Letter of Credit, (vx) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Domestic Outstandings shall not exceed the Letter of Credit Commitment of such L/C IssuerDomestic Loan Cap, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (xy) the aggregate Outstanding Amount of the Revolving Committed Domestic Loans of any Domestic Lender, plus (without duplication) such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Domestic L/C Obligations, plus such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to the Domestic Borrowers shall not exceed such Domestic Lender’s Revolving Commitment then in effectDomestic Commitment, and (yz) the Outstanding Amount of the Domestic L/C Obligations shall not exceed the Domestic Letter of Credit Sublimit, ; and (zC) each Canadian Lender severally agrees to participate in Canadian Letters of Credit and any drawings thereunder; provided that, after giving effect to any Canadian L/C Credit Extension, (x) the Total Canadian Outstandings shall not exceed the Canadian Loan Cap, (y) the aggregate Outstanding Amount of the Revolving Committed Canadian Loans made by each L/C Issuerof such Canadian Lender, plus the aggregate Outstanding Amount of all Letters of Credit issued by (without duplication) such L/C Issuer, plus such L/C IssuerCanadian Lender’s Applicable Percentage of the Outstanding Amount of all Canadian L/C Obligations, plus such Canadian Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to the Canadian Borrower shall not exceed such Canadian Lender’s Canadian Commitment, and (z) the Outstanding Amount of the Canadian L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such timethe Canadian Letter of Credit Sublimit. Each request by the Lead Borrower or the Canadian Borrower, as applicable, for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Domestic Borrowers or the Canadian Borrower, as applicable, that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to 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 such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
. Any L/C Issuer (other than Bank of America or any of its Lender Affiliates) shall notify the Administrative Agent or the Canadian Agent, as applicable, in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such L/C Issuer, provided that (i) until the Administrative Agent advises any such L/C Issuer that the provisions of Section 4.02 are not satisfied, or (ii) No the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall be agreed by the Administrative Agent and the L/C Issuer, such L/C Issuer shall be required to so notify the Administrative Agent in writing only once each week of the Letters of Credit issued by such L/C Issuer during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as the Administrative Agent and such L/C Issuer may agree.
(i) The L/C Issuer shall not issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Standby Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approves Required Lenders have approved such expiry date; or
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Commercial Letter of Credit would occur more than 180 days after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless either such Letter of Credit is Cash Collateralized on or prior to the Letter of Credit Expiration Date or all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iiiii) No The L/C Issuer shall be under any obligation to not issue any Letter of Credit without the prior consent of the Administrative Agent or the Canadian Agent, as applicable, 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent or the Canadian Agent, as applicable, and such the L/C Issuer, such Letter of Credit is in an initial Stated Amount less than $25,000 or CD$25,000, as applicable, in the case of a Commercial Letter of Credit, or $100,000 or CD$100,000, as applicable, in the case of a Standby Letter of Credit;
(D) such Letter of Credit is to be denominated in a currency other than Dollars or, in the case of any Canadian Letter of Credit, Canadian Dollars; provided that if the L/C Issuer, in its discretion, issues a Letter of Credit denominated in a currency other than Dollars, all reimbursements by the applicable Borrowers of the honoring of any drawing under such Letter of Credit shall be paid in the currency in which such Letter of Credit was denominated;
(E) such Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or
(F) a default of any Lender’s obligations to fund under Section 2.03(c) exists or an Alternative Currencyany Lender is at such time a Defaulting Lender or Deteriorating Lender hereunder, unless the L/C Issuer has received Cash Collateral or otherwise entered into arrangements satisfactory to the L/C Issuer with the applicable Borrowers or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender.
(iviii) No The L/C Issuer shall not amend any Letter of Credit if such 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) 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 the Letter of Credit in its amended form under the terms hereof or (B) if the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viiv) Each The L/C Issuer shall act on behalf of the applicable Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent and the Canadian Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any 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 terms “Administrative AgentsAgent” or and “Revolving Administrative Canadian Agent” as used in Section 8.01 Article IX included such the L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C Issuer.
Appears in 4 contracts
Samples: Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies applicable to such L/C Issuer for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such any Permitted L/C Issuer’s Letter of Credit CommitmentParty, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries any Permitted L/C Party and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Total Outstandings shall not exceed the Revolving Credit Facility, (w) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (x) the Outstanding Amount of the L/C Obligations in Alternative Currencies shall not exceed the Alternative Currency Sublimit, (y) the aggregate Outstanding Amount of all Financial Letters of Credit and commercial letters of credit shall not exceed $150,000,000 and (z) the Outstanding Amount of L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment L/C Issuer Sublimit of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. Each request by the Borrower or a Permitted L/C Party 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 proviso to 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 periodperiod listed in subclause (A)(1) of this Section, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. For the avoidance of doubt, all Letters of Credit outstanding under the Existing Credit Agreement as of the Closing Date for the account of a Permitted L/C Party shall in each case be deemed to have been Letters of Credit issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii), Credit if 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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the date that is seven Business Days prior to the Maturity Date (each such issued Letter of Credit Expiration DateCredit, an “Extended Letter of Credit”) unless all the Lenders and the applicable L/C Issuer have has approved such later expiry date, it being acknowledged and agreed that each such Extended Letter of Credit shall be Cash Collateralized in accordance with Section 6.26.
(iii) No L/C Issuer shall be under 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 the Letter of Credit, or any law Requirement of 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by such L/C Issuer, the Letter of Credit is in an initial stated 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;
(D) except as otherwise agreed by such L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency applicable to such L/C Issuer;
(E) such L/C Issuer does not, as of the issuance date of such requested Letter of Credit, issue Letters of Credit in the requested currency; or
(F) any Lender is at that time a Defaulting Lender, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)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 2.22(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 L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such the L/C Issuer Issuers with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C IssuerIssuers or any of them.
Appears in 3 contracts
Samples: Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Co)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies applicable to such L/C Issuer for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such any Permitted L/C Issuer’s Letter of Credit CommitmentParty, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries any Permitted L/C Party and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount aggregate amount of all L/C Obligations with respect to Letters of any L/C Issuer shall Credit issued for the account of one or more Affiliates of the Borrower that will not be Joint Ventures or Subsidiaries of the Borrower after the Spinoff does not exceed the Letter of Credit Commitment of such L/C Issuer$22,000,000 at any time outstanding, (w) the Total Utilization of Revolving Commitments Outstandings shall not exceed the Revolving Commitments then in effectAggregate Commitments, (x) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment then in effectCommitment, (y) the Outstanding Amount of the L/C Obligations in Alternative Currencies shall not exceed the Alternative Currency Sublimit, and (z) the Outstanding Amount of L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount Issuer Sublimit of all Letters of Credit issued by such L/C Issuer; provided further that after the date that is three months after the Closing Date, plus such L/C Issuer’s Applicable Percentage no Letters of Credit shall be issued for the account of any Affiliate of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall Borrower that is not exceed such L/C Issuer’s Revolving Commitment at such timetime a Joint Venture or a Subsidiary of the Borrower. 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 proviso to 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 or that have been drawn upon and reimbursed. 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.
(ii) No The L/C Issuer shall not issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii), Credit if 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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the date that is seven Business Days prior to the Maturity Date (each such issued Letter of Credit Expiration DateCredit, an “Extended Letter of Credit”) unless all the Lenders and the applicable L/C Issuer have has approved such later expiry date, it being acknowledged and agreed that each such Extended Letter of Credit shall be Cash Collateralized in accordance with Section 6.28.
(iii) No L/C Issuer shall be under 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 the Letter of Credit, or any law Requirement of 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by such L/C Issuer, the Letter of Credit is in an initial stated 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;
(D) except as otherwise agreed by such L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency applicable to such L/C Issuer;
(E) such L/C Issuer does not, as of the issuance date of such requested Letter of Credit, issue Letters of Credit in the requested currency; or
(F) any Lender is at that time a Defaulting Lender, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)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 2.22(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 L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such the L/C Issuer Issuers with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C IssuerIssuers or any of them.
Appears in 3 contracts
Samples: Credit Agreement (Babcock & Wilcox Co), Credit Agreement (Babcock & Wilcox Co), Credit Agreement (McDermott International Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) (x) each L/C Issuer agreesagrees to issue Letters of Credit and (y) notwithstanding their respective approval rights under Section 2.03(a)(ii) but subject to the proviso therein, each Extended Letter of Credit Issuer agrees to issue Extended Letters of Credit, in reliance upon the agreements of the Borrower and the Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies applicable to such L/C Issuer for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such any Permitted L/C Issuer’s Letter of Credit CommitmentParty, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, 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 for the account of the Borrower or its subsidiaries any Permitted L/C Party and any drawings thereunder, including Extended Letters of Credit; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Total Revolving Outstandings shall not exceed the Revolving Credit Facility, (w) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (x) the Outstanding Amount of the L/C Obligations in Alternative Currencies shall not exceed the Alternative Currency Sublimit, (y) the aggregate Outstanding Amount of all Financial Letters of Credit and commercial letters of credit at any time shall not exceed (i) other than during the Relief Period, $150,000,000 and (ii) during the Relief Period, $35,000,000 and (z) the Outstanding Amount of L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment L/C Issuer Sublimit of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. Each request by the Borrower or a Permitted L/C Party 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 proviso to 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 periodperiod listed in subclause (A)(1) of this Section, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. For the avoidance of doubt, all Letters of Credit outstanding under the Existing Credit Agreement as of the Closing Date for the account of a Permitted L/C Party shall in each case be deemed to have been Letters of Credit issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii), Credit if 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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the date that is seven Business Days prior to the Revolving Credit Facility Maturity Date (each such issued Letter of Credit Expiration DateCredit, an “Extended Letter of Credit”) unless all the Lenders and the applicable L/C Issuer have has approved such later expiry date, it being acknowledged and agreed that each such Extended Letter of Credit shall be Cash Collateralized in accordance with Section 6.26; provided that the Extended Letters of Credit Issuers are deemed to approve of each such later expiry date so long as such expiry date is not later than the one year anniversary of the Revolving Credit Facility Maturity Date.
(iii) No L/C Issuer shall be under 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 the Letter of Credit, or any law Requirement of 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by such L/C Issuer, the Letter of Credit is in an initial stated 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;
(D) except as otherwise agreed by such L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency applicable to such L/C Issuer;
(E) such L/C Issuer does not, as of the issuance date of such 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 the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)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 2.22(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 L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such the L/C Issuer Issuers with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C IssuerIssuers or any of them.
(vii) Notwithstanding anything to the contrary contained herein, from and after the Amendment No. 5 Effective Date, L/C Credit Extensions (other than on account of Financial Letters of Credit) shall be limited to the following purposes: (A) renewals of existing Letters of Credit, provided that increases to the Outstanding Amount thereof shall not exceed 105% of such Outstanding Amount, (B) L/C Credit Extensions solely on account of the operations of the power segment (i.e., the Borrower and its Subsidiaries’ portion of their business that provides the supply of and aftermarket services for steam-generating, environmental, and auxiliary equipment for power generation and other industrial applications), (C) L/C Credit Extensions solely on account of the operations of Xxxxxxx & Xxxxxx MEGTEC Holdings, Inc. and its Subsidiaries, (D) L/C Credit Extensions solely on account of the operations of Xxxxxxx & Xxxxxx SPIG Inc., (E) L/C Credit Extensions on account of the operations of Xxxxxxx & Xxxxxx Xxxxx GmbH of an aggregate Outstanding Amount not to exceed €7,500,000, (F) L/C Credit Extensions solely on account of the operations of Xxxxxxx & Xxxxxx Universal, Inc. and its Subsidiaries (other than Foreign Subsidiaries), (G) L/C Credit Extensions on account of the operations of any Vølund Project of an aggregate Outstanding Amount not to exceed $20,000,000 and (H) other purposes upon prior written approval by the Administrative Agent and the Required Lenders.
Appears in 3 contracts
Samples: Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Revolving Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vx) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Outstanding Amount of the Committed Revolving Loans of any Revolving Lender (less, with respect only to the Alternative Currency Fronting Lender, the aggregate Alternative Currency Risk Participations in all Revolving Loans denominated in Alternative Currencies), plus, with respect only to the Alternative Currency Participating Lenders, such Lender’s Alternative Currency Risk Participations in Revolving Loans denominated in Alternative Currencies advanced by the Alternative Currency Fronting Lender for such Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Revolving Lender’s Revolving Commitment then in effect, and (yz) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that unless the applicable L/C Issuer shall otherwise consent, no L/C Issuer shall be obligated to issue Letters of Credit hereunder in an aggregate face amount at any time outstanding in excess of an amount equal to the lesser of (i) one-third of the Letter of Credit Sublimit at such time and (zii) the aggregate Outstanding Amount Revolving Commitment of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by Lender acting as such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment Issuer at such time. 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 proviso to 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 or that have been drawn upon and reimbursed. The Existing Letters of Credit shall be deemed to have been issued hereunder by the issuer thereof, to the extent such issuer is a Revolving Lender, and such issuer shall have the obligation to amend, renew, extend or otherwise modify any such Existing Letter of Credit, subject to terms, conditions and limitations hereunder. From and after the Closing Date, the Existing Letters of Credit shall be subject to and governed by the terms and conditions hereof.
(ii) No The L/C Issuer shall not issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extensionissuance, unless the applicable L/C Issuer approves Required Lenders have approved such expiry date; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders and the applicable L/C Issuer have approved such expiry date; provided that a Letter of Credit may expire up to one year beyond the Letter of Credit Expiration Date so long as the Borrower Cash Collateralizes 105% of the face amount of such Letter of Credit no later than the Letter of Credit Expiration Date.
(iii) No The L/C Issuer shall not be under 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx fxxxx xxxxx material to itit (for which the L/C Issuer is not otherwise compensated hereunder);
(B) the issuance of the such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless except as otherwise agreed by the applicable L/C Issuer has entered into arrangements, including Administrative Agent and the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other 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 stated amount less than $500,000;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such the L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(E) the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;
(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(G) any Revolving Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which the L/C Issuer has Fronting Exposure, as it may elect in its sole discretion.
(iv) No The L/C Issuer shall not amend any Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) Each 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 Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such the L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C Issuer.
Appears in 3 contracts
Samples: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Healthpeak Properties, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Revolving Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower or any of its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries under this Agreement and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v1) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Revolving Outstandings shall not exceed the Letter of Credit Commitment of such L/C Issueraggregate outstanding Revolving Commitments, (w2) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, Revolving Lender shall not exceed such Lender’s Revolving Commitment then in effectCommitment, (y3) the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit Sublimit, (4) the Revolving Class Exposure of any Revolving Lender in respect of any Class shall not exceed such Revolving Lender’s Revolving Commitment of such Class, (5) the Revolving Class Exposure of all Revolving Lenders in respect of any Class of Revolving Commitments shall not exceed the aggregate outstanding Revolving Commitments of such Class and (z6) the aggregate Outstanding Amount of the Revolving Loans made by each no L/C IssuerIssuer shall be required to (but may in its sole discretion) issue, plus amend or extend a Letter of Credit if, after giving effect to such issuance, amendment or extension, the aggregate Outstanding Amount amount of all Letters of Credit issued by such L/C Issuer, plus Issuer would exceed the amount equal to the Letter of Credit Sublimit multiplied by the Applicable Revolving Percentage of such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approves Required Revolving Lenders have approved such expiry date; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Revolving Lenders and the applicable L/C Issuer have approved such expiry datedate or (y) such Letter of Credit is Cash Collateralized on terms and pursuant to arrangements satisfactory to the applicable L/C Issuer; provided that, in the case of any such Letter of Credit that is so Cash Collateralized, the obligations of the Revolving Lenders to participate in such Letter of Credit pursuant to Section 2.03(c) shall terminate upon the Letter of Credit Expiration Date.
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $250,000;
(D) the Letter of Credit is to be denominated in a currency other than Dollars;
(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;
(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(G) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the applicable such L/C Issuer has entered into satisfactory arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of L/C Obligations with respect to any such Letter of Credit or otherwise in an amount and/or in a manner reasonably acceptable to such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv2.18(a) (iii)) with respect to the Defaulting such 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 reasonable discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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 such Letter of Credit in its amended form under the terms hereof.
(v) An No L/C Issuer shall be under no have any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) Each 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 each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article X with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article X included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each such L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Vici Properties Inc.), Credit Agreement (Vici Properties Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Borrower Company or its subsidiaries Subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which provided that HSBC shall issue Letters of Credit shall not exceed such L/C Issuer’s Letter solely for the account of Credit Commitmentthe Designated UK Borrowers), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, including Supporting L/Cs in accordance with Section 2.03(m) and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit (other than Bank Guaranties) issued for the account of the Borrower Company or its subsidiaries Subsidiaries and any drawings thereunderthereunder (provided that HSBC shall participate in Letters of Credit solely as hereafter provided); provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vu) the aggregate Outstanding Amount of all Loans and L/C Obligations of any L/C Issuer denominated in Alternative Currencies shall not exceed the Letter of Credit Commitment of such L/C IssuerAlternative Currency Sublimit, (v), the Total Outstandings shall not exceed the Aggregate Combined Commitments, (w) the Total Utilization Outstandings minus the aggregate Outstanding Amount of Revolving Commitments all Designated UK Borrower Obligations shall not exceed the Revolving Aggregate Commitments then in effect(US), (x) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender, Lender plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment then in effectCommitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of all Designated UK Borrower Obligations shall not exceed the Revolving UK Sublimit; and provided further that the availability of the Aggregate Commitments (US) and the UK Commitment at any time for the making of Loans made by each L/C Issuer, plus and the aggregate Outstanding Amount issuance of all Letters of Credit issued shall be reduced by such the amount of the Alternative Currency Reserve (if any). Letters of Credit shall be requested by Grant Prideco, L.P., on behalf of the Company and its Subsidiaries, except that the applicable Designated UK Borrower shall request the issuance or amendment of UK Issued L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such timeCs. Each request by Grant Prideco, L.P. or the applicable Designated UK Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower such Person that the L/C Credit Extension so requested complies with the conditions set forth in the proviso provisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Grant Prideco, L.P.’s and the Borrower’s Designated UK Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly Grant Prideco, L.P. and the Borrower Designated UK Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 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. Any Bank Guaranty issued under this Agreement shall be subject to the additional requirements of Section 2.03(m).
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) , subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months two years after the date of issuance or last extensionMaturity Date, unless the applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Required Lenders and the applicable L/C Issuer have approved such expiry date.;
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx fxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generallyIssuer;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(D) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;
(E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(F) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless such L/C Issuer has entered into satisfactory arrangements with Grant Prideco, L.P. or such Lender to eliminate such L/C Issuer’s risk with respect to such Lender.
(iv) 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 such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof or (B) hereof. Each L/C Issuer shall notify the Administrative Agent promptly upon rejection by the applicable beneficiary of the an amendment to a Letter of Credit does not accept the proposed amendment to the Letter of Creditissued by such L/C Issuer.
(vi) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each such L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Grant Prideco Inc), Credit Agreement (Grant Prideco Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions 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 Borrower and the other Revolving Credit Lenders set forth in this Section 2.042.03, (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 at sight denominated in Dollars or an Alternative any Approved Currency for the account of the Borrower or its subsidiaries (so long as any Subsidiary of the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment, and to amend amend, renew or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 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 for the account of the Borrower or its subsidiaries and any drawings thereunderpursuant to this Section 2.03; provided that, after giving effect 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, (vx) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of all the L/C Obligations would exceed the Letter of Credit Sublimit. In addition, (x) the face amount of outstanding Letters of Credit issued by any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, ’s Applicable L/C Fronting Sublimit and (wy) in the Total Utilization case of Revolving Commitments shall not exceed the Revolving Commitments then Credit Lender acting as the L/C Issuer with respect to any Letter of Credit, unless such Revolving Credit Lender shall agree otherwise in effectits sole discretion, such Revolving Credit Lender’s Revolving Credit Exposure plus (xwithout duplication) the aggregate Outstanding Amount face amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all outstanding Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers Issuer shall not exceed such L/C IssuerRevolving Credit Lender’s Revolving Commitment at such time. 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 proviso to the preceding sentenceCommitment. 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No An L/C Issuer shall be under any 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 the such Letter of Credit, or any law 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 request direct that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and (for which such L/C Issuer in good xxxxx xxxxx material to itis 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 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 or backstopped 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 expiry date;
(D) the issuance of the such Letter of Credit would violate one or more policies of any Laws binding upon such L/C Issuer applicable to letters of credit generallyIssuer;
(CE) 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 the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)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 2.22(a)(iv2.17(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;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(viii) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viiv) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and any Letter of Credit Issuance Request (and any other document, agreement or instrument entered into by such L/C Issuer Documents and the Borrower or in favor of such L/C Issuer) pertaining to such Letters of Credit as fully as if the term “Administrative Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower Borrowers (or its subsidiaries (any Restricted Subsidiary so long as the a Borrower is a joint and several co-applicant applicant, and jointly and severally liable thereunder), which Letters of Credit references to a “Borrower” in this Section 2.03 shall not exceed be deemed to include reference to such L/C Issuer’s Letter of Credit Commitment, Restricted Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunderrelevant Borrower; provided that, after giving effect that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all L/C Obligations of and no Lender shall be obligated to participate in any L/C Issuer shall not exceed the Letter of Credit Commitment if, as of the date of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effectCredit Extension, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage Amount of Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, would exceed such Lender’s Revolving Commitment then in effectCredit Commitment, or (y) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit, and or (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C IssuerCredit Loans, plus the aggregate Outstanding Amount of all Letters L/C Obligations, plus the Outstanding Amount of all Swing Line Loans, would exceed the Borrowing Base; provided further that the Initial L/C Issuer shall not be obligated to make any L/C Credit issued by Extension with respect to any Letter of Credit, if, as of the date of such L/C IssuerCredit Extension, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of the L/C Obligations issued by other the Initial L/C Issuers shall not issuer would exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to the preceding sentence$5,000,000. Within the foregoing limits, and subject to the terms and conditions hereof, the relevant Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No The L/C Issuer shall be under any 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such which, in each case, the L/C Issuer in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit, prior to giving effect to any automatic renewal, would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders 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 all the Lenders have approved such expiry date; or
(D) the issuance of the such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iviii) 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.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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 (Universal Hospital Services Inc), Credit Agreement (Universal Hospital Services Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon (among other things) the agreements of the Borrower and the other Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency for the account of the Parent Borrower or its subsidiaries any Restricted Subsidiary (so long as provided that the Borrower is a co-applicant and jointly and severally liable thereunder), which Borrowers hereby irrevocably agree to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit shall not exceed issued for the account of the Parent Borrower or any Restricted Subsidiary on a joint and several basis with such L/C Issuer’s Letter of Credit Commitment, Restricted Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(c), 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 for the account of the Parent Borrower or its subsidiaries and any drawings thereunderRestricted Subsidiary; provided that, after giving effect 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 (vw) the Outstanding Amount aggregate amount of all L/C Obligations of any owing to such L/C Issuer shall not would exceed the Letter of Credit Commitment of such L/C Issuer, (wx) the Total Utilization of Revolving Commitments shall not Credit Outstandings would exceed the Revolving Commitments then in effectCredit Facility, (xy) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not would exceed such Lender’s Revolving Credit Commitment then in effect, or (yz) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to the 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer . All Letters of Credit shall issue be denominated in Dollars or an Alternative Currency. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii), the expiry date terms and conditions of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry datethis Agreement shall control.
(iiiii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which which, in each case, such L/C Issuer in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(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 the Required Revolving Lenders and the 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) 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 accordance with Section 2.16 at least three Business Days prior to the Letter of Credit Expiration Date;
(D) the issuance of the such Letter of Credit would violate one or more generally applicable policies of such L/C Issuer applicable to letters in place at the time of credit generallysuch request;
(CE) such Letter of Credit is in an initial stated amount of less than $5,000 (or the Alternative Currency Equivalent of such 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) such Letter of Credit is not a standby letter of credit; or
(H) any Revolving Credit Lender is at that time a Defaulting Lender, unless 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 (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), satisfactory to such L/C Issuer (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 2.22(a)(iv2.17(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;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and Exposure under such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyTranche.
(iviii) 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.
(v) An 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 the such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viiv) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such each L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Maravai Lifesciences Holdings, Inc.), Credit Agreement (Maravai Lifesciences Holdings, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 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 for the account of the Borrower or its subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vx) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any LenderObligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of L/C Obligations, all Swing Line Loans shall not exceed such Lender’s Revolving Commitment then in effectCredit Commitment, and (yz) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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 (Bojangles', Inc.), Credit Agreement (Bojangles', Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Revolving Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunderBorrower; provided that, after giving effect that no L/C Issuer shall be obligated to make any L/C Credit Extension that would result in the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by such L/C Issuer to exceed such L/C Issuer’s L/C Issuance Limit; and 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 Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (vx) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Revolving Lender’s Pro Rata Share of any the Outstanding Amount of all Swing Line Loans would exceed such Revolving Lender’s Revolving Commitment, or (z) the Outstanding Amount of the L/C Issuer shall not Obligations would exceed the Letter of Credit Commitment Sublimit. In addition, at the request of such the Borrower, an L/C IssuerIssuer may, (w) the Total Utilization in its sole discretion, agree to issue, amend, renew or extend Letters of Revolving Commitments shall not exceed the Revolving Commitments then Credit in effectexcess of its L/C Issuance Limit, provided, however, after giving effect to any such issuance, amendment, renewal or extension, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, Sublimit and (zy) the aggregate Outstanding Amount of the Total Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers Outstandings shall not exceed such L/C Issuer’s the Aggregate Revolving Commitment at such time. 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 proviso to the preceding sentenceCommitments. 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No The L/C Issuer shall be under any no obligation to issue any Letter of Credit and, in the case of clauses (B) and (C) below shall not 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters Letters of credit Credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer 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 twelve months after the date of issuance or last renewal, unless the Required Revolving Lenders 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 all the Revolving Lenders have approved such expiry date;
(D) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is (1) in an initial amount less than $100,000, (2) is to be denominated in a currency other than Dollars Dollars, or an Alternative Currency(3) is to be issued for a purpose other than to support surety bonds (including appeal bonds), worker’s compensation requirements and other general corporate purposes.
(iviii) No The L/C Issuer shall not amend any Letter of Credit if such the L/C Issuer would not be permitted have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereofany of Sections 2.03(a)(ii)(B), (C) or (E)(2) or (3).
(viv) 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 the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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 (EQM Midstream Partners, LP), Credit Agreement (Equitrans Midstream Corp)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Lenders set forth in this Section 2.042.8, (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 denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitmentany Subsidiary, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in such Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunderCredit; provided that, after giving effect that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all L/C Obligations of and no Lender shall be obligated to participate in any L/C Issuer shall not exceed the Letter of Credit Commitment Credit, if as of the date of such L/C IssuerCredit Extension, the Dollar Equivalent Amount of (w) the Total Utilization of Revolving Commitments shall not Outstandings would exceed the Total Revolving Commitments then in effectCredit Commitment, (x) the aggregate Outstanding Amount principal balance of the all outstanding Revolving Loans (other than Competitive Bid Loans) of any Lender, plus such Lender’s Applicable Commitment Percentage (determined without duplication) of the Outstanding Amount of Competitive Bid Outstandings, L/C ObligationsObligations and Swing Line Outstandings, shall not would exceed such Lender’s Revolving Commitment then in effectCredit Commitment, (y) the Outstanding Amount of L/C Obligations shall not would exceed the Letter of Credit Sublimit, and or (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be Loans denominated in a currency other than Dollars or an Alternative Currency.
(iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer Currencies would not be permitted at such time to issue exceed the Letter of Credit in its amended form under the terms hereof.
(v) 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 the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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.Total Alternative
Appears in 2 contracts
Samples: Credit Agreement (V F Corp), Credit Agreement (V F Corp)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders and the Borrower and the Lenders Guarantors set forth in this Section 2.042.03 and elsewhere in the Loan Documents and subject to the conditions precedent set forth in Section 4.02, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateDate applicable to such L/C Issuer, to issue Letters of Credit denominated in Dollars or an Alternative Currency at the request of and for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentRestricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts or other demands for payment presented under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunderRestricted Subsidiaries; provided that, after giving effect 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, (v) the Total Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments of all Revolving Credit Lenders, (w) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not would exceed the Letter of such Lender’s Revolving Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effectCommitment, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not would exceed the Letter of Credit Sublimit, and (zy) the aggregate Outstanding Amount face amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus Issuer would exceed the Applicable L/C Sublimit of such L/C Issuer’s Applicable Percentage of , or (z) the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall conditions precedent set forth in Section 4.02 are not exceed satisfied with respect to such L/C Issuer’s Revolving Commitment at such time. 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 as of the conditions set forth in the proviso to the preceding sentencedate of such L/C Credit Extension. 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 or that have been drawn upon and reimbursed.
(ii) No . The Borrower may, in its discretion, select which L/C Issuer is to issue any particular Letter of Credit, subject to the Applicable L/C Sublimit of each L/C Issuer. Upon the Maturity Date of any Class of Revolving Credit Commitments, the Applicable L/C Sublimit of each L/C Issuer shall issue be reduced on a pro rata basis with that of each other L/C Issuer to the extent the Applicable L/C Sublimits collectively exceed the amount of the remaining Revolving Credit Commitments after any such Maturity Date. Notwithstanding anything to the contrary herein, in no event may the Applicable L/C Sublimit of any L/C Issuer be increased under this Agreement without the consent of such L/C Issuer. If the Maturity Date in respect of any Class of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, if:
then (Ai) subject if one or more other Classes of Revolving Credit Commitments in respect of which the Maturity Date shall not have so occurred are then in effect, the Revolving Credit Lenders holding Revolving Credit Commitments under such non-maturing Classes shall be required to Section 2.04(b)(iiipurchase ratable participations in such Letter of Credit to cover the participations of the Revolving Credit Lenders under such maturing Class up to an aggregate amount not to exceed the aggregate amount of the unutilized Revolving Credit Commitments under such non-maturing Classes at such time and (ii) to the extent not fully reallocated pursuant to the immediately preceding clause (i), the expiry date Borrower shall Cash Collateralize any such Letter of Credit. If the requested Borrower is required to Cash Collateralize any Letter of Credit would occur more than twelve months after as provided in the date of issuance or last extensionimmediately preceding sentence and fails to do so, unless the applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after will be deemed to be drawn and the provisions of Section 2.03(c), including the provisions relating to a request for a Revolving Credit Borrowing and the funding of Lenders’ participations, will be applicable as if such Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry datewere drawn.
(iiiii) No L/C Issuer shall be under any obligation to issue make any Letter of L/C Credit Extension 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 the Letter of Creditmaking such L/C Credit Extension, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit or financial accommodations generally or such L/C Credit Extension in particular;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than a Letter of Credit which may have a longer expiry date as agreed by the applicable L/C Issuer and, if such longer expiry date is after the Letter of Credit in particular Expiration Date for the applicable L/C Issuer, the Administrative Agent and the Revolving Credit Lenders) would occur more than twelve (12) months after the date of issuance or shall impose upon last extension, unless the Required Revolving Lenders, the Administrative Agent and such L/C Issuer with respect to have approved such expiry date;
(C) the expiry date of any requested Letter of Credit would occur after the Letter of Credit any restrictionExpiration Date for the applicable L/C Issuer, reserve or capital requirement (for which unless all of the Revolving Credit Lenders, the Administrative Agent and such L/C Issuer is not otherwise compensated hereunderhave approved such expiry date;
(D) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit Extension would violate one or more policies of such L/C Issuer applicable now or hereafter in effect or the Borrower shall not have complied with Section 10.21(b) with respect to letters of credit generallysuch L/C Credit Extension;
(CE) such Letter of Credit is in an initial stated amount less than $5,000, in the case of a commercial or documentary Letter of Credit or a Letter of Credit in the form of a guarantee, warranty, bond or a similar instrument, or $100,000, in the case of a standby Letter of Credit, or such Letter of Credit is to be denominated in an Alternate Currency;
(F) the conditions precedent set forth in Section 4.02 are not satisfied with respect to such L/C Credit Extension as of the date of such L/C Credit Extension;
(G) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such the applicable L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such the applicable L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(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 applicable L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(EH) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is not a standby Letter of Credit, unless consented to be denominated in a currency other than Dollars or an Alternative Currencyby the applicable L/C Issuer.
(iviii) 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.
(v) An 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 the such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viiv) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such each L/C Issuer with respect to such acts or omissions and (B) as additionally provided herein with respect to each L/C Issuer.
(v) It is agreed that, in the case of the issuance of any commercial or documentary Letter of Credit, such commercial or documentary Letter of Credit shall in no event provide for time drafts or bankers’ acceptances.
(vi) Notwithstanding anything to the contrary herein, it is agreed that the conditions precedent to the issuance of those Letters of Credit listed on Schedule 2.03(a)(vi) which shall be issued on the Closing Date (the “Existing Letters of Credit”) shall be limited to the conditions precedent set forth in Section 4.01. For the avoidance of doubt, the issuance (or “grandfathering” into this Agreement) of Existing Letters of Credit shall not be subject to the procedures set forth in Section 2.03(b).
Appears in 2 contracts
Samples: First Lien Credit Agreement (TGPX Holdings I LLC), First Lien Credit Agreement (TGPX Holdings I LLC)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings properly drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vw) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Outstandings shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effectAggregate Commitments, (x) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed plus such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (y) the aggregate amount available to be drawn under all Letters of Credit issued by the applicable L/C Obligations issued by other L/C Issuers Issuer issuing such Letter of Credit shall not exceed such L/C Issuer’s Revolving Letter of Credit Commitment at (provided that any L/C Issuer may, following a request from the Borrower and in its sole discretion, issue Letters of Credit in an aggregate available amount in excess of such timeL/C Issuer’s Letter of Credit Commitment so long as the other conditions to the issuance of any such Letters of Credit are satisfied). 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 proviso to 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 or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof. The Borrower agrees to promptly notify the Administrative Agent of the designation of any Lender or Affiliate of a Lender as an L/C Issuer.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve eighteen months after the date of issuance or last extension, unless the applicable L/C Issuer approves Required Lenders have approved such expiry date; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such L/C Issuer in good xxxxx xxxxx material to itit (it being understood that the applicable L/C Issuer shall promptly notify the Borrower and the Administrative Agent of any of the foregoing events or circumstances);
(B) the issuance of the such Letter of Credit would violate one or more applicable policies of such L/C Issuer applicable to letters of credit generallyIssuer;
(C) such Letter of Credit is to be denominated in a currency other than Dollars, or, only in the case of Bank of America as L/C Issuer, in a currency other than Dollars or Canadian Dollars;
(D) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder;
(E) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)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 2.22(a)(iv2.16(a)(iv)) with respect to the Defaulting Lender arising from either (i) the Letter of Credit then proposed to be issued as to which the L/C Issuer has potential Fronting Exposure or (ii) that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure, in each case, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(EF) except as otherwise agreed the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by the Revolving Administrative Agent and such L/C Issuerissuer would exceed the sublimit established by such L/C Issuer in accordance with the definition thereof (which, such Letter of Credit is in all cases will be less than or equal to be denominated in a currency other than Dollars or an Alternative CurrencyAggregate Commitments).
(iv) On the terms and conditions set forth herein any L/C Issuer may issue upon request and for the account of the Borrower (or the applicable Subsidiary) a standby Canadian L/C. For purposes of determining L/C Obligations, any Canadian L/C shall be recorded in the Administrative Agent’s account in Dollars based on the Dollar Equivalent Amount on the date of issuance of such Canadian L/C; provided, however, that the L/C Issuer shall determine the Dollar Equivalent Amount of any Canadian L/C on the Valuation Date for the purpose of determining L/C Obligations. In the case of a Letter of Credit denominated in Canadian Dollars, the Borrower shall reimburse the L/C Issuer in Canadian Dollars, unless (A) the L/C Issuer (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 the L/C Issuer promptly following receipt of the notice of drawing that the Borrower will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in Canadian Dollars, the L/C Issuer shall notify the Borrower of the Dollar Equivalent Amount of the drawing promptly following the determination thereof. If at any time there is a drawing under a Canadian L/C and the Borrower shall not promptly reimburse such drawing as provided in Section 2.03(c), the Borrower shall be obligated to immediately repay to the Administrative Agent for the benefit of the Lenders an amount in Dollars equal to the Dollar Equivalent Amount of the Canadian Dollars paid by the applicable L/C Issuer to the beneficiary of such Canadian L/C on the date of such drawing.
(v) 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 such Letter of Credit in its amended form under the terms hereof.
(vvi) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vivii) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such each L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Republic Services, Inc.), Credit Agreement (Republic Services, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.04, (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 denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Borrower Cxxxxxxxx or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Cxxxxxxxx or its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vx) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Outstandings shall not exceed the Letter of Credit Commitment of such L/C IssuerAggregate Commitments, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (xy) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment then in effectCommitment, and (yz) (i) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, Sublimit and (zii) the aggregate Outstanding Amount of the Revolving all Loans made by each L/C Issuer, plus the aggregate denominated in Alternative Currencies and Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers denominated in Alternative Currencies shall not exceed such L/C Issuer’s Revolving Commitment at such timethe Alternative Currency Sublimit. Each request by the Borrower Cxxxxxxxx for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Cxxxxxxxx that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Cxxxxxxxx’x ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Cxxxxxxxx may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Agreement and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.
(ii) No The L/C Issuer shall not issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approves Required Lenders have approved such expiry date; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No The L/C Issuer shall not be under 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx fxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally;
(C) 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 $50,000, in the case of a commercial Letter of Credit, or $100,000, in the case of a standby Letter of Credit;
(D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(E) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower Cxxxxxxxx or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(EF) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Issuer does not as of the issuance date of the requested Letter of Credit is to be denominated issue Letters of Credit in a currency other than Dollars or an Alternative Currencythe requested currency.
(iv) No The L/C Issuer shall not amend any Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) Each 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 Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such the L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Carpenter Technology Corp), Credit Agreement (Carpenter Technology Corp)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in U.S. Dollars or an Alternative Currency for the account of the Borrower (or any of its subsidiaries Restricted Subsidiaries (i) so long as (x) the Borrower is a joint and several co-applicant and jointly (y) the applicable L/C Issuer shall have received all documentation and severally liable thereunder), which Letters of Credit shall not exceed other information with respect to such Restricted Subsidiary that such L/C Issuer’s Letter Issuer reasonably determines is necessary in order to allow such L/C Issuer to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act and (ii) references to the “Borrower” in this Section 2.03 and elsewhere in this Agreement with respect to requests for Letters of Credit Commitment(including renewals or continuations thereof) shall be deemed to include any such Restricted Subsidiary), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vw) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Revolving Credit Outstandings shall not exceed the Letter aggregate amount of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Credit Lenders’ Revolving Credit Commitments then in effectat such time, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, Sublimit and (z) the aggregate Outstanding Amount amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such Obligations owing to an L/C Issuer, plus Issuer shall not exceed the amount set forth opposite such L/C Issuer’s Applicable Percentage name on Schedule 2.01 (as such Schedule may be amended with the consent of the Outstanding Amount of each affected L/C Obligations issued by other Issuer and the Borrower from time to time) under the caption “Letter of Credit Commitments” (provided that this clause (z) shall not apply to any Existing Letter of Credit) and no L/C Issuers Issuer shall not exceed such be required to issue Letters of Credit in excess of its applicable amount so set forth; provided that it is understood and agreed that each L/C Issuer’s Revolving Commitment at such timeIssuer may, in its sole discretion, make L/C Credit Extensions in an aggregate amount above its respective share of the Letter of Credit Sublimit. 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 proviso to 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 or that have been drawn upon and reimbursed. 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.
(ii) No L/C Issuer shall issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approves Required Revolving Credit Lenders have approved such expiry date; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all such Letter of Credit is Cash Collateralized no less than fifteen days prior to the Lenders and Letter of Credit Expiration Date at 105% of the applicable L/C Issuer have approved such expiry dateface amount thereof.
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000 (provided such initial minimum amount shall not apply to any Existing Letter of Credit);
(D) except as otherwise agreed by such L/C Issuer, such Letter of Credit is to be denominated in a currency other than U.S. Dollars; or
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Revolving Credit Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to any required adjustment pursuant to Section 2.22(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 L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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 such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article 9 hereof with respect to any acts taken or omissions suffered by any such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article 9 hereof included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C IssuerIssuers.
Appears in 2 contracts
Samples: Credit Agreement (Turning Point Brands, Inc.), Credit Agreement (Turning Point Brands, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Revolving Credit Lenders set forth in this Section 2.042.03, (1) from time to time on any Business Day during the period from the Closing First Amendment Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitmentany Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 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 for the account of the Borrower or its subsidiaries any Subsidiary and any drawings thereunder; provided that, after giving effect to that on the date of any L/C Credit Extension with respect to any Letter of Credit, Credit and after giving effect thereto (v) the Outstanding Amount aggregate amount available to be drawn under all Letters of all Credit issued by the applicable L/C Obligations Issuer issuing such Letter of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment (provided, that any L/C Issuer shall not exceed may, following a request from the Letter Borrower each in its sole discretion, issue Letters of Credit Commitment in an aggregate available amount in excess of such L/C Issuer, (w) the Total Utilization ’s Letter of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of Credit Commitment so long as the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit Sublimit), and (zw) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (x) the aggregate Outstanding Amount of the Revolving Credit Loans made by each L/C Issuerof any Revolving Credit Lender, plus such Lender’s Pro Rata Share of the aggregate Outstanding Amount of all Letters of Credit issued by such L/C IssuerObligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Issuer’s Applicable Percentage Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of L/C Obligations issued by other L/C Issuers denominated in any Alternative Currency shall not exceed such L/C Issuer’s Revolving Commitment at such time$15,000,000 (or, if less, the Letter of Credit Sublimit then in effect). 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 proviso to 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 or that have been drawn upon and reimbursed. 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.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
Credit if (Ax) subject to Section 2.04(b)(iii2.03(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 applicable L/C Issuer approves Required Revolving Credit Lenders have approved such expiry date; or
date or (By) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer applicable (including policies as to letters the form, substance and beneficiary of credit generallysuch Letter of Credit and policies relating to such L/C Issuer’s issuance of Letters of Credit in the requested Alternative Currency at such time);
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer (such agreement not to be unreasonably withheld or delayed), such Letter of Credit is in an initial face amount less than $25,000;
(D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(F) any Revolving Credit Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such L/C Issuer (in its sole discretiondiscretion (it being agreed that with respect to Letters of Credit denominated in Dollars, Cash Collateral in an aggregate amount equal to 105% of the amount of L/C Obligations associated with such Letters of Credit shall be satisfactory) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv2.17(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;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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 such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such L/C Issuer with respect to such acts or omissions and (B) as additionally provided herein with respect to each such L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (AdvanSix Inc.), Credit Agreement (AdvanSix Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Multicurrency Revolving Credit Lenders set forth in this Section 2.04, (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 denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the relevant Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.04(b), and (2) to honor drawings drafts under the Letters of Credit; and (B) the Multicurrency Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunderrelevant Borrower; provided that, after giving effect that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all L/C Obligations of and no Lender shall be obligated to participate in any L/C Issuer shall not exceed the Letter of Credit Commitment if as of the date of such L/C IssuerCredit Extension or after giving effect thereto, (w) the Total Utilization of Revolving Commitments shall not Outstandings would exceed the Aggregate Revolving Commitments then in effectCredit Commitments, (x) the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage 's Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s 's Multicurrency Revolving Commitment then in effectCredit Commitment, (y) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit, and Sublimit or (z) the aggregate Outstanding Amount of the all Multicurrency Revolving Credit Loans made by each L/C Issuerdenominated in Australian Dollars, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not denominated in Australian Dollars would exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to the preceding sentenceAustralian Dollar Sublimit. 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No The L/C Issuer shall be under any 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such which, in each case, the L/C Issuer in good xxxxx xxxxx material to it;
(B) subject to Section 2.04(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 the Multicurrency Revolving Credit Lenders (other than any Multicurrency Revolving Credit Lender that is a Defaulting Lender) 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 all the Multicurrency Revolving Credit Lenders (other than any Multicurrency Revolving Credit Lender that is a Defaulting Lender) have approved such expiry date; or
(D) the issuance of the such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iviii) 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.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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 (Fidelity National Information Services, Inc.), Credit Agreement (Fidelity National Information Services, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer the Issuing Bank agrees, in reliance upon the agreements of the Borrower and the other Lenders set forth in this Section 2.042.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Availability Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (so long as and in the name of the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters or any of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitmentits Restricted Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) 2.3.2 below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunderBorrower; provided that, after giving effect that the Issuing Bank 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, (vw) with respect to any renewal, extension or amendment to any previously issued Letter of Credit, the Restricted Subsidiary in whose name such Letter of Credit was originally issued (or was most recently renewed, extended or amended, if applicable) has become, or been redesignated as, an Unrestricted Subsidiary, (x) the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not and all Loans would exceed the Letter lesser of Credit Commitment of such L/C Issuer, (wA) the Total Utilization of Revolving Aggregate Commitments shall not exceed on such date and (B) the Revolving Commitments Borrowing Base then in effect, (xy) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Share of the Outstanding Amount of all L/C Obligations, shall not Obligations would exceed the lesser of (A) such Lender’s Revolving Commitment Amount or (B) such Lender’s Percentage Share of the Borrowing Base then in effect, or (yz) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer The Issuing Bank shall be under no obligation to issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extensionrenewal, unless the applicable L/C Issuer approves Majority Lenders acting in their sole discretion have approved in writing such expiry date; or;
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Availability Expiration Date, unless all the Lenders and the applicable L/C Issuer acting in their sole discretion have approved in writing such expiry date.;
(iiiC) No L/C Issuer shall be under any obligation to issue any the issuance of such Letter of Credit if:would violate one or more policies of the Issuing Bank;
(AD) 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 the Letter of CreditCredit is in a face amount less than $100,000, or denominated in a currency other than Dollars, unless all the Lenders acting in their sole discretion have approved in writing the issuance of Letters of Credit denominated in a currency other than Dollars; or
(E) such Letter of Credit is to be used directly or indirectly to assure payment of or otherwise support any law Person’s Indebtedness for borrowed money;
(F) the issuance of such Letter of Credit is not in compliance with all applicable to such L/C Issuer or any request or directive governmental restrictions, policies, and guidelines (whether or not having the force of law) from or it subjects the Issuing Bank to any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, cost not anticipated by the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect Issuing Bank on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to itdate hereof;
(BG) the issuance form and terms of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is are not acceptable to be denominated the Administrative Agent and Issuing Bank in a currency their sole and absolute discretion; and
(H) any other than Dollars or an Alternative Currencycondition in this Agreement to the issuance of such Letter of Credit has not been satisfied.
(iviii) 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.
(v) An L/C Issuer The Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer the Issuing Bank would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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 (Comstock Resources Inc), Credit Agreement (Comstock Resources Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Revolving Credit Lenders set forth in this Section 2.042.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower Company or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vw) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Revolving Credit Outstandings shall not exceed the Letter of aggregate Revolving Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effectCommitments, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of L/C Obligations, all Swing Line Loans shall not exceed such Lender’s Revolving Commitment then in effectCredit Commitment, (y) the aggregate amount available to be drawn under all Letters of Credit issued by the applicable L/C Issuer issuing such Letter of Credit shall not exceed either of (I) such L/C Issuer’s Letter of Credit Commitment (provided, that any L/C Issuer may, following a request from the Company, in its sole discretion, issue Letters of Credit in an aggregate available amount in excess of such L/C Issuer’s Letter of Credit Commitment so long as the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit Sublimit) and (II) the aggregate amount of such L/C Issuer’s unused Revolving Credit Commitment, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such timethe Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii), the expiry date of the such requested Letter of Credit would occur more than (x) in the case of Standby Letters of Credit, twelve months after the date of issuance or last extension(y) in the case of Trade Letters of Credit, 180 days after the date of issuance, unless the applicable L/C Issuer approves Required Revolver Lenders have approved such expiry date; or;
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date.; or
(C) such Letter of Credit is to be denominated in a currency other than Dollars;
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer generally applicable to the issuance of letters of credit generallycredit;
(C) any Lender is at that time a Defaulting Lender, unless except as otherwise agreed by the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of Administrative Agent and such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other 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 stated amount less than $50,000;
(D) the such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender, unless such L/C Issuer has entered into arrangements satisfactory to such L/C Issuer with the Revolving Administrative Agent and Company or such Lender to eliminate such L/C Issuer, ’s risk with respect to such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyLender.
(iv) 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 such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each such L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (MSG Networks Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer the Issuing Bank agrees, in reliance upon the agreements of the Borrower and the other Lenders set forth in this Section 2.042.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Availability Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (so long as and in the name of the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters or any of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitmentits Restricted Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (bSection 2.3(b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunderBorrower; provided that, after giving effect that the Issuing Bank 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, (vw) with respect to any renewal, extension or amendment to any previously issued Letter of Credit, the Restricted Subsidiary in whose name such Letter of Credit was originally issued (or was most recently renewed, extended or amended, if applicable) has become, or been redesignated as, an Unrestricted Subsidiary, (x) the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not and all Loans would exceed the Letter of Credit Commitment of Aggregate Commitments on such L/C Issuerdate, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (xy) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Share of the Outstanding Amount of all L/C Obligations, shall not Obligations would exceed such Lender’s Revolving Commitment then in effectAmount, or (yz) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer The Issuing Bank shall be under no obligation to issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extensionrenewal, unless the applicable L/C Issuer approves Majority Lenders acting in their sole discretion have approved in writing such expiry date; or;
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Availability Expiration Date, unless all the Lenders and the applicable L/C Issuer acting in their sole discretion have approved in writing such expiry date.;
(iiiC) No L/C Issuer shall be under any obligation to issue any the issuance of such Letter of Credit if:would violate one or more policies of the Issuing Bank;
(AD) 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 the Letter of CreditCredit is in a face amount less than $100,000, or denominated in a currency other than Dollars, unless all the Lenders acting in their sole discretion have approved in writing the issuance of Letters of Credit denominated in a currency other than Dollars; or
(E) such Letter of Credit is to be used directly or indirectly to assure payment of or otherwise support any law Person’s Indebtedness for borrowed money;
(F) the issuance of such Letter of Credit is not in compliance with all applicable to such L/C Issuer or any request or directive governmental restrictions, policies, and guidelines (whether or not having the force of law) from or it subjects the Issuing Bank to any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, cost not anticipated by the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect Issuing Bank on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to itdate hereof;
(BG) the issuance form and terms of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is are not acceptable to be denominated the Administrative Agent and Issuing Bank in a currency their sole and absolute discretion; and
(H) any other than Dollars or an Alternative Currencycondition in this Agreement to the issuance of such Letter of Credit has not been satisfied.
(iviii) 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.
(v) An L/C Issuer The Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer the Issuing Bank would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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 (Comstock Resources Inc), Credit Agreement (Comstock Oil & Gas, LP)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Borrower Company or any of its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vw) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Revolving Outstandings shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Aggregate Revolving Commitments shall not exceed the Revolving Commitments then in effectCommitments, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment then in effectCommitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, Sublimit and (z) the aggregate Outstanding Amount of the all Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of and L/C Obligations issued by other L/C Issuers denominated in Alternative Currencies shall not exceed such L/C Issuer’s Revolving Commitment at such timethe Alternative Currency Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to 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 such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
(ii) No The L/C Issuer shall not issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approves Lenders (other than Defaulting Lenders) holding a majority of the Revolving Commitments have approved such expiry date; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer that have Revolving Commitments have approved such expiry date.
(iii) No The L/C Issuer shall not be under 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 the such Letter of Credit, or any law Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit borrowers generally;
(C) 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;
(D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an 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;
(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(G) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the applicable Borrower or such Defaulting Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv2.15(b)) 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, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) No The L/C Issuer shall not amend any Letter of Credit if such 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) 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 the Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) Each 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 Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article X with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article X included such the L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Cantel Medical Corp), Credit Agreement (Cantel Medical Corp)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Dollars, or, with respect to the Alternative Currency L/C Issuers, in one or more Alternative Currencies, for the account of the any Borrower or any of its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or its subsidiaries any Subsidiary and any drawings thereunder; provided that, after giving effect that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all L/C Obligations of and no Lender shall be obligated to participate in any L/C Issuer shall not exceed the Letter of Credit Commitment if as of the date of such L/C IssuerCredit Extension, (v) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Xxxxxx’s Revolving Commitment then in effectCommitment, (x) the Outstanding Amount of the L/C Obligations for Financial Letters of Credit would exceed the Financial Letter of Credit Sublimit, (y) the Outstanding Amount aggregate amount of the outstanding Letters of Credit issued by any L/C Obligations shall not Issuer would exceed the Letter of Credit Sublimitits L/C Commitment, and or (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, Obligations denominated in an Alternative Currency plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, Swing Line Loans denominated in an Alternative Currency plus such L/C Issuer’s Applicable Percentage of the aggregate Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not Revolving Loans denominated in an Alternative Currency would exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to the preceding sentenceAlternative Currency Sublimit. 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 any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer 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 twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders 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 all the Lenders have approved such expiry date; provided that the applicable L/C Issuer may issue Letters of Credit with an expiry date no later than twelve (12) months after the Letter of Credit Expiration Date so long as the Company Cash Collateralizes such Letter of Credit in an amount equal to 103% of the face amount of such Letter of Credit prior to the Letter of Credit Expiration Date in accordance with the terms of this Agreement. The Company hereby agrees that on or before the Letter of Credit Expiration Date it shall Cash Collateralize any Letter of Credit existing on the Letter of Credit Expiration Date in an amount equal to 103% of the face amount of such Letter of Credit. For the avoidance of doubt, the parties hereto agree that the obligations of the Lenders hereunder to reimburse the applicable L/C Issuer for any Unreimbursed Amount with respect to any Letter of Credit shall terminate on the Maturity Date with respect to drawings occurring after that date;
(D) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit borrowers generally;
(CE) such Letter of Credit is in an initial amount less than $100,000 (or such lesser amount as may be agreed to by such L/C Issuer, in its sole discretion);
(F) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), satisfactory to such L/C Issuer (in its sole discretion) arrangements with the Borrower Company or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv2.14(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 discretionbeing understood and agreed that such L/C Issuer would consider the Company’s providing Cash Collateral to the Administrative Agent, for the benefit of such L/C Issuer, to secure such Xxxxxx’s Pro Rata Share of such Letter of Credit a satisfactory arrangement;
(DG) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(Ei) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyCurrency or (ii) if such L/C Issuer is not an Alternative Currency L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars;
(H) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or
(I) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iviii) 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.
(v) An 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viiv) No L/C Issuer shall be under any obligation to issue or amend any Letter of Credit if such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of such Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfied. Each L/C Issuer shall promptly provide the Company a copy of any such notice it receives from the Administrative Agent or any Lender.
(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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article X with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article X included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C IssuerIssuers.
Appears in 1 contract
Samples: Thirteenth Amendment to Fourth Amended and Restated Credit Agreement (Quanta Services, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.04 and within the limits of its Issuing Commitment, (1) from time to time on any Business Day during the period from the Closing Restatement Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an 91 Dollars, any Alternative Currency or such other currency as maybe agreed by such Issuing Bank in its sole discretion and the Agent that is a lawful currency readily available and freely transferable and convertible into Dollars (which additional currency, solely for purposes of the applicable Letter of Credit, the drawings thereunder and the reimbursement thereof, shall be deemed to be an “Alternative Currency”) for the account of the Parent Borrower or and its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Parent Borrower or and its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v1) the Total Revolving Credit Outstandings shall not exceed the Loan Cap, (2) the aggregate Outstanding Amount of the Revolving Credit Advances of any Lender, plus such Lender’s Commitment Percentage of the Outstanding Amount of all Swing Line Advances, plus such Lender’s Commitment Percentage of the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effectCredit Commitment, (y3) the L/C Obligations in respect of Letters of Credit issued in Alternative Currencies shall not exceed the Alternative Currency Sublimit, (4) the aggregate Outstanding Amount of all Revolving Credit Advances made to the Canadian Borrowers shall not exceed the Canadian Sublimit, and (5) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Borrowers 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 or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Restatement Date shall be subject to and governed by the terms and conditions hereof. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch.
(ii) No L/C Issuer Issuing Bank shall issue any Letter of Credit, if:
(A1) subject to Section 2.04(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extensionissuance, or, in the case of any Letter of Credit denominated in Indian rupees, nineteen months after the date of issuance, unless the applicable L/C Issuer approves Majority Lenders have approved such expiry date; or
(B2) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer Issuing Bank shall be under 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 Issuing Bank from issuing the Letter of Credit, or any law Law applicable to such L/C Issuer Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or request that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Restatement Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Restatement Date and which such L/C Issuer Issuing Bank in good xxxxx xxxxx material to it;
(B2) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer Issuing Bank applicable to letters of credit generally;
(C3) except as otherwise agreed by the Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $20,000;
(4) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such L/C Issuer Issuing Bank (in its sole discretion) with the applicable Borrower or such Lender to eliminate such L/C IssuerIssuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv2.14(a)(iv)) with respect to the Defaulting Lender arising from either the such 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;Credit; or
(D6) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) No L/C Issuer The applicable Issuing Bank shall not amend any Letter of Credit if such L/C Issuer Issuing Bank would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) An L/C Issuer The applicable Issuing Bank 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 the Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) Each L/C Issuer The applicable Issuing Bank 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 Issuers such Issuing Bank shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any L/C Issuer 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such L/C Issuer Issuing Bank with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each L/C Issuersuch Issuing Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Gap Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, severally but not jointly, in reliance upon the agreements of the Borrower and the Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such any Permitted L/C Issuer’s Letter of Credit CommitmentParty, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 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 under the Revolving Credit Facility for the account of the Borrower or its subsidiaries any Permitted L/C Party and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of CreditExtension, (v) the Outstanding Amount aggregate amount available to be drawn under all Letters of all Credit issued by the applicable L/C Obligations Issuer issuing such Letter of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment (provided, that any L/C Issuer shall not exceed may, following a request from the Letter Company each in its sole discretion, issue Letters of Credit Commitment in an aggregate available amount in excess of such L/C Issuer’s Letter of Credit Commitment so long as the other conditions thereto are satisfied), it being understood that the Administrative Agent shall not be responsible to the applicable L/C Issuer or Lenders for determining whether this clause (v) is satisfied, (w) the Total Utilization of Revolving Commitments Credit Outstandings shall not exceed the Revolving Commitments then in effectCredit Facility, (x) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, Revolving Credit Lender shall not exceed such Lender’s Revolving Commitment then in effectCredit Commitment, (y) the Outstanding Amount of the L/C Obligations for Financial Letters of Credit shall not exceed the Financial Letter of Credit Sublimit, Sublimit and (z) the aggregate Outstanding Amount of the all Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of and L/C Obligations issued by other L/C Issuers denominated in Hong Kong Dollars or New Zealand Dollars shall not exceed such L/C Issuer’s Revolving Commitment at such timethe Alternative Currency Sublimit. Each request by the Borrower a Permitted L/C Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. 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 or that have been drawn upon and reimbursed. All Existing Letters of Credit and Fifth2021 Refinancing Amendment Existing Letters of Credit shall be deemed to have been issued pursuant to the Revolving Credit Facility hereunder, and from and after the Closing Date or the2021 Refinancing Amendment No. 5 Effective Date, as applicable, shall be subject to and governed by the terms and conditions hereof.
(ii) No L/C Issuer shall issue any Letter of Credit, Credit if::
(A) subject to Section 2.04(b)(iii2.03(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 applicable L/C Issuer approves and the Required Revolving Lenders have approved such expiry date; oror
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date..
(iii) No L/C Issuer shall be under 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 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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
Samples: Credit Agreement (Aecom)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Revolving Credit Lenders set forth in this Section 2.042.03 and elsewhere in this Agreement, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Facility Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower (or any of its subsidiaries (Restricted Subsidiaries so long as the Borrower is a joint and several co-applicant applicant, and jointly references to the “Borrower” in this Section 2.03 and severally liable thereunder), which elsewhere in this Agreement with respect to requests for Letters of Credit (including renewals or continuations thereof) shall not exceed be deemed to include any such L/C Issuer’s Letter of Credit CommitmentRestricted Subsidiary), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vw) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Revolving Credit Outstandings shall not exceed the Letter aggregate amount of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Credit Lenders’ Revolving Credit Commitments then in effectat such time, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, Obligations shall not exceed such Revolving Credit Lender’s Revolving Commitment then in effectCredit Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, Sublimit and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount amount of L/C Obligations issued by other owing to an L/C Issuers Issuer shall not exceed the amount set forth opposite such L/C IssuerLender’s Revolving Commitment at such time. name on Schedule 2.01 under the caption “Letter of Credit Commitments.” 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 proviso to 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 or that have been drawn upon and reimbursed. 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.
(ii) No L/C Issuer shall issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extensionthe then-current expiration date, unless the applicable L/C Issuer approves Required Revolving Credit Lenders have approved such expiry date; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Facility Expiration Date, unless all such Letter of Credit is Cash Collateralized no less than fifteen (15) days prior to the Lenders and Letter of Credit Facility Expiration Date at 103.00% of the applicable L/C Issuer have approved such expiry dateface amount thereof.
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx fxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000; provided that such initial minimum amount shall not apply to any Existing Letter of Credit;
(D) such Letter of Credit is to be denominated in a currency other than Dollars; or
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Revolving Credit Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to any required adjustment pursuant to Section 2.22(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 L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) No L/C Issuer shall (A) amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) be required to issue any trade or commercial Letters of Credit.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article 9 hereof with respect to any acts taken or omissions suffered by any such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article 9 hereof included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C IssuerIssuers.
Appears in 1 contract
Samples: Credit Agreement (Yesway, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower other Revolving Credit Lenders and the Lenders Borrowers set forth in this Section 2.042.03 and elsewhere in the Loan Documents and subject to the conditions precedent set forth in Section 4.02, (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 denominated in Dollars or an Alternative Currency at the request of the Lead Borrower and for the account of the Lead Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentRestricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 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 for the account of the Lead Borrower or its subsidiaries and any drawings thereunderRestricted Subsidiaries; provided that, after giving effect that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all L/C Obligations of and no Lender shall be obligated to participate in any L/C Issuer shall not exceed the Letter of Credit Commitment if as of the date of such L/C IssuerCredit Extension, (w) the Total Utilization of Revolving Commitments shall not Outstandings would exceed the Revolving Commitments then in effectlesser of the Line Cap and, subject to Section 2.02(h) and (i), the Borrowing Base at such time, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Commitment then in effectCredit Commitment, (y) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit, and Sublimit or (z) the aggregate Outstanding Amount of the Revolving Loans made by each conditions precedent set forth in Section 4.02 are not satisfied with respect to such L/C IssuerCredit Extension as of the date of such L/C Credit Extension; it being acknowledged and agreed that, plus to the extent the Lead Borrower and an L/C Issuer have agreed upon a maximum aggregate Outstanding Amount face amount of all outstanding Letters of Credit issued by with respect to such L/C Issuer, plus such L/C Issuer shall have no obligation to issue, amend, increase or extend any Letter of Credit issued or to be issued by it if such issuance, amendment, increase or extension shall (after giving effect thereto) cause the maximum aggregate face amount of outstanding Letters of Credit issued or to be issued by it to exceed the applicable foregoing maximum aggregate face amount with respect to such L/C Issuer’s Applicable Percentage , (B) the maximum aggregate face amount of Letters of Credit so established, increased or decreased as provided in the foregoing clause (A) shall not in any event exceed the aggregate amount of the Outstanding Amount Letter of L/C Obligations issued by other L/C Issuers Credit Sublimit then in effect and (C) no such establishment, increase or decrease of such maximum aggregate face amount of Letters of Credit shall not exceed increase such L/C Issuer’s Revolving Credit Commitment at such time. Each request by the Borrower for the issuance or amendment of in its capacity as a Letter of Revolving Credit shall be deemed Lender without its consent pursuant to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceSection 10.01. 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 or that have been drawn upon and reimbursed. 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.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under any obligation to issue make any Letter of L/C Credit Extension 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 the Letter of Creditmaking such L/C Credit Extension, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit or financial accommodations generally or the such L/C Credit Extension in particular (it being acknowledged and agreed that an L/C Issuer shall be entitled to cancel any outstanding Letter of Credit in particular issued by such L/C Issuer if any such order, judgment or decree or any such Law, request or directive shall apply to such Letter of Credit) or shall impose upon such L/C Issuer with respect to the Letter letters of credit or financial accommodations generally or such L/C Credit Extension any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date Date;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than a Letter of Credit in the form of a financial accommodation, which may have a longer expiry date as agreed by the applicable L/C Issuer and, if such longer expiry date is after the Maturity Date, the Administrative Agent and which each Lender) would occur more than twelve (12) months after the date of issuance or last extension, unless the Required Lenders, the Administrative Agent and such L/C Issuer in good xxxxx xxxxx material to ithave approved such expiry date;
(BC) the issuance expiry date of any requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders, the Administrative Agent and such L/C Issuer have approved such expiry date;
(D) such L/C Credit Extension would violate one or more policies of such L/C Issuer applicable now or hereafter in effect or the Borrowers shall not have complied with Section 10.21(b) with respect to letters of credit generallysuch L/C Credit Extension;
(CE) such Letter of Credit is in an initial stated amount less than $5,000, in the case of a commercial or documentary Letter of Credit or a Letter of Credit in the form of a guarantee, warranty, bond or a similar instrument, or $100,000, in the case of a standby Letter of Credit;
(F) the conditions precedent set forth in Section 4.02 are not satisfied with respect to such L/C Credit Extension as of the date of such L/C Credit Extension; or
(G) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such the applicable L/C Issuer (in its sole discretion) with the applicable Borrower or such Lender to eliminate such the applicable L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv2.16(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 applicable L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iviii) 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.
(v) An 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viiv) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such each L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each L/C Issuer.
(v) It is agreed that, in the case of the issuance of any commercial or documentary Letter of Credit, such commercial or documentary Letter of Credit shall in no event provide for time drafts or bankers’ acceptances.
Appears in 1 contract
Samples: Abl Credit Agreement (GMS Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.04, (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 denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries Subsidiaries and any drawings thereunderthereunder (however, except as set forth in Section 2.04(a)(iii) below, any Lender’s failure to so participate shall not affect the L/C Issuer’s obligation to issue any Letters of Credit); provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vi) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Outstandings shall not exceed the Letter of Credit Commitment of such L/C IssuerAggregate Commitments, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (xii) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such LenderXxxxxx’s Revolving Commitment then in effectCommitment, (yiii) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, Sublimit and (ziv) the aggregate Outstanding Amount amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all outstanding Letters of Credit issued by such any L/C Issuer, plus such Issuer shall not exceed its L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such timeCommitment. 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 proviso to 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approves Required Lenders have approved such expiry date; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved Obligations relating to such expiry dateproposed Letter of Credit and all Letter of Credit fees to accrue while such Letter of Credit is to be outstanding are Cash Collateralized on the date of issuance of such Letter of Credit in the manner described in Section 2.16.
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it;
(B) except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(C) the issuance of the such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally;
(CD) 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 $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit;
(E) such Letter of Credit contains any provision for automatic reinstatement of the stated amount after any drawing thereunder; or
(F) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)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 2.22(a)(iv2.17(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, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) No L/C Issuer shall amend any Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each such L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Revolving Credit Lenders set forth in this Section 2.042.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower Company, any Subsidiary, MSG Entertainment Corp., Parent and/or any Subsidiary of Parent (or its subsidiaries (so long as in the Borrower is a co-applicant and jointly and severally liable thereunder), which case of Existing Letters of Credit shall not exceed such L/C Issuer’s Letter Credit, for the account of Credit CommitmentOld Parent), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company, any Subsidiary, MSG Entertainment Corp., Parent and/or any Subsidiary of Parent (or its subsidiaries in the case of Existing Letters of Credit, for the account of Old Parent) and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vw) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Revolving Credit Outstandings shall not exceed the Letter of aggregate Revolving Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effectCommitments, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such LenderXxxxxx’s Revolving Commitment then in effectCredit Commitment, (y) the aggregate amount available to be drawn under all Letters of Credit issued by the applicable L/C Issuer issuing such Letter of Credit shall not exceed either of (I) such L/C Issuer’s Letter of Credit Commitment (provided that any L/C Issuer may, following a request from the Company, in its sole discretion, issue Letters of Credit in an aggregate available amount in excess of such L/C Issuer’s Letter of Credit Commitment so long as the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit Sublimit) and (II) the aggregate amount of such L/C Issuer’s unused Revolving Credit Commitment, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such timethe Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii), the expiry date of the such requested Letter of Credit would occur more than (x) in the case of Standby Letters of Credit, twelve months after the date of issuance or last extension(y) in the case of Trade Letters of Credit, 180 days after the date of issuance, unless the applicable L/C Issuer approves has approved such expiry date; or;
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date.; or
(C) such Letter of Credit is to be denominated in a currency other than Dollars;
(iii) No L/C Issuer shall be under 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 the such Letter of Credit or request that such L/C Issuer refrain from issuing such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, prohibit the issuance of letters of credit generally or the such Letter of Credit in particular particular, or any such order, judgment or decree, or law shall impose upon such L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer generally applicable to the issuance of letters of credit generallycredit;
(C) any Lender is at that time a Defaulting Lender, unless except as otherwise agreed by the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of Administrative Agent and such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other 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 stated amount less than $50,000;
(D) the such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender, unless such L/C Issuer has entered into arrangements satisfactory to such L/C Issuer with the Revolving Administrative Agent and Company or such Lender to eliminate such L/C Issuer, ’s risk with respect to such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyLender.
(iv) 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 such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each such L/C Issuer.
(vii) No L/C Issuer shall be under any obligation to amend, extend or permit the extension of any Existing Letter of Credit unless, in connection with or prior to such amendment or extension, such Existing Letter of Credit is amended to replace any reference to the Old Parent as an account party with a reference to the New Parent, the Company or a Guarantor.
Appears in 1 contract
Samples: Credit Agreement (Madison Square Garden Entertainment Corp.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) (x) each L/C Issuer agreesagrees to issue Letters of Credit and (y) notwithstanding their respective approval rights under Section 2.03(a)(ii) but subject to the proviso therein, each Extended Letter of Credit Issuer agrees to issue Extended Letters of Credit, in reliance upon the agreements of the Borrower and the Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies applicable to such L/C Issuer for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such any Permitted L/C Issuer’s Letter of Credit CommitmentParty, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, 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 for the account of the Borrower or its subsidiaries any Permitted L/C Party and any drawings thereunder, including Extended Letters of Credit; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Total Revolving Outstandings shall not exceed the Revolving Credit Facility, (w) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (x) the Outstanding Amount of the L/C Obligations in Alternative Currencies shall not exceed the Alternative Currency Sublimit, (y) the aggregate Outstanding Amount of all Financial Letters of Credit and commercial letters of credit at any time shall not exceed (i) other than during the Relief Period, $150,000,000 and (ii) during the Relief Period, $35,000,000 and (z) the Outstanding Amount of L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment L/C Issuer Sublimit of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. Each request by the Borrower or a Permitted L/C Party 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 proviso to 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 periodperiod listed in subclause (A)(1) of this Section, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. For the avoidance of doubt, all Letters of Credit outstanding under the Existing Credit Agreement as of the Closing Date for the account of a Permitted L/C Party shall in each case be deemed to have been Letters of Credit issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii), Credit if 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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the date that is seven Business Days prior to the Revolving Credit Facility Maturity Date (each such issued Letter of Credit Expiration DateCredit, an “Extended Letter of Credit”) unless all the Lenders and the applicable L/C Issuer have has approved such later expiry date, it being acknowledged and agreed that each such Extended Letter of Credit shall be Cash Collateralized in accordance with Section 6.26; provided that the Extended Letters of Credit Issuers are deemed to approve of each such later expiry date so long as such expiry date is not later than the one year anniversary of the Revolving Credit Facility Maturity Date.
(iii) No L/C Issuer shall be under 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 the Letter of Credit, or any law Requirement of 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by such L/C Issuer, the Letter of Credit is in an initial stated 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;
(D) except as otherwise agreed by such L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency applicable to such L/C Issuer;
(E) such L/C Issuer does not, as of the issuance date of such 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 the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)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 2.22(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 L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such the L/C Issuer Issuers with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C IssuerIssuers or any of them.
(vii) Notwithstanding anything to the contrary contained herein, from and after the Amendment No. 5 Effective Date, L/C Credit Extensions (other than on account of Financial Letters of Credit) shall be limited to the following purposes: (A) renewals of existing Letters of Credit, provided that increases to the Outstanding Amount thereof shall not exceed 105% of such Outstanding Amount, (B) L/C Credit Extensions solely on account of the operations of the power segment (i.e., the Borrower and its Subsidiaries’ portion of their business that provides the supply of and aftermarket services for steam-generating, environmental, and auxiliary equipment for power generation and other industrial applications), (C) L/C Credit Extensions solely on account of the operations of Xxxxxxx & Xxxxxx MEGTEC Holdings, Inc. and its Subsidiaries, (D) L/C Credit Extensions solely on account of the operations of Xxxxxxx & Xxxxxx SPIG Inc., (E) L/C Credit Extensions on account of the operations of Xxxxxxx & Xxxxxx Xxxxx GmbH of an aggregate Outstanding Amount not to exceed €7,500,000, (F) L/C Credit Extensions solely on account of the operations of Xxxxxxx & Xxxxxx Universal, Inc. and its Subsidiaries (other than Foreign Subsidiaries) and, (G) L/C Credit Extensions on account of the operations of any Vølund Project of an aggregate Outstanding Amount not to exceed $20,000,000 and (H) other purposes upon prior written approval by the Administrative Agent and the Required Lenders.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (1) from time to time on any Business Day during the period from the Closing Date date hereof until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an one or more Alternative Currency Currencies for the account of the Borrower Borrowers or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitmentcertain Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunderBorrowers; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, Credit (vi) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Outstandings shall not exceed the Letter of Credit Commitment of such L/C IssuerAggregate Commitments, (wii) the Total Utilization of Revolving Commitments Outstandings denominated in Alternative Currencies shall not exceed the Revolving Commitments then in effectAlternative Currency Sublimit, (xiii) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, Lender shall not exceed such Lender’s Revolving Commitment then in effectCommitment, (yiv) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (zv) with respect to the aggregate Outstanding Amount of the Revolving Loans made by each applicable L/C Issuer, plus the aggregate Outstanding Amount stated amount of all outstanding Letters of Credit issued by such L/C Issuer, plus Issuer shall not exceed the applicable Specified L/C Sublimit of such L/C Issuer’s Applicable Percentage Issuer then in effect and (vi) in the case of the Outstanding Amount of Lender acting as the L/C Obligations Issuer with respect to such Letter of Credit (whether directly or through an Affiliate), unless such Lender shall agree otherwise in its sole discretion, such Lender’s Revolving Credit Exposure plus (without duplication) the aggregate face amount of outstanding Letters of Credit issued by other such L/C Issuers Issuer shall not exceed such L/C IssuerLender’s Revolving Commitment at such time. 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 proviso to the preceding sentenceCommitment. 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No An L/C Issuer shall be under any 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Datedate hereof, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date date hereof and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit and letter of credit applicants generally;
(C) any Lender is at that time a Defaulting Lendersubject 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 extension, unless the applicable L/C Issuer has entered into arrangementsRequired Lenders have approved such expiry date;
(D) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, including unless arrangements have been made to cash collateralize such Letter of Credit on or before such Letter of Credit Expiration Date or all the delivery Lenders have approved such expiry date;
(E) such Letter of Cash Collateral (Credit is in an initial amount at least equal 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 103% be denominated in a currency other than Dollars or an Alternative Currency; provided that the $500,000 minimum amount relating to a standby Letter of such L/C Issuer’s actual or potential Fronting Exposure), satisfactory Credit shall not be applicable if the applicable Borrower pays to such L/C Issuer in respect of such Letter of Credit an additional issuance fee in an amount to be agreed between such Borrower and such L/C Issuer from time to time; or
(F) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless (i) the applicable Borrower shall have Cash Collateralized an amount equal to such Lender’s Pro Rata Share of the full amount of such Letter of Credit, provided that the Cash Collateral in its sole discretionrespect of such Lender’s Pro Rata Share shall be released to such Borrower promptly upon request after the effective date of the replacement of such Lender in accordance with Section 11.15, or (ii) such L/C Issuer has otherwise entered into satisfactory arrangements with the such Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(viii) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary Beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viiv) Each L/C Issuer On and after the date hereof, the Existing Letters of Credit shall act on behalf be deemed for all purposes, including for purposes of the Lenders fees and charges to be collected pursuant to this Section 2.03 for periods on and after the date hereof, and reimbursement of costs and expenses to the extent provided herein, to be Letters of Credit outstanding under this Agreement and entitled to the benefits of this Agreement and the other Loan Documents, and shall be governed by the applications and agreements pertaining thereto and by this Agreement; provided, however, that, notwithstanding any other provision of this Agreement, no fees with respect to any the initial issuance of the Existing Letters of Credit issued by it and the documents associated therewith, and the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 included such L/C Issuer with respect to such acts or omissions and (B) as additionally provided herein with respect to each L/C Issuerdue hereunder.
Appears in 1 contract
Samples: Credit Agreement (McKesson Corp)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower (or its subsidiaries (any Restricted Subsidiary so long as the Borrower is a joint and several co-applicant applicant, and jointly and severally liable thereunder), which Letters of Credit references to the “Borrower” in this Section 2.03 shall not exceed be deemed to include reference to such L/C Issuer’s Letter of Credit Commitment, Restricted Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunderBorrower; provided that, after giving effect that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all L/C Obligations of and no Lender shall be obligated to participate in any L/C Issuer shall not exceed the Letter of Credit Commitment if, as of the date of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effectCredit Extension, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage Amount of Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, would exceed such Lender’s Revolving Commitment then in effectCredit Commitment, (y) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit, and Sublimit or (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C IssuerCredit Loans, plus the aggregate Outstanding Amount of all Letters L/C Obligations, plus the Outstanding Amount of all Swing Line Loans, would exceed the Borrowing Base; provided further that the Initial L/C Issuer shall not be obligated to make any L/C Credit issued by Extension with respect to any Letter of Credit, if, as of the date of such L/C IssuerCredit Extension, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of the L/C Obligations issued by other the Initial L/C Issuers shall not issuer would exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to the preceding sentence$5,000,000. 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No The L/C Issuer shall be under any 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such which, in each case, the L/C Issuer in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit, prior to giving effect to any automatic renewal, would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders 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 all the Lenders have approved such expiry date; or
(D) the issuance of the such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iviii) 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.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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 set forth herein, (A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.04 and within the limits of its Issuing Commitment, (1) from time to time on any Business Day during the period from the Closing Restatement Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an Dollars, any Alternative Currency or such other currency as maybe agreed by such Issuing Bank in its sole discretion and the Agent that is a lawful currency readily available and freely transferable and convertible into Dollars (which additional currency, solely for purposes of the applicable Letter of Credit, the drawings thereunder and the reimbursement thereof, shall be deemed to be an “Alternative Currency”) for the account of the Parent Borrower or and its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Parent Borrower or and its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v1) the Total Revolving Credit Outstandings shall not exceed the Loan Cap, (2) the aggregate Outstanding Amount of the Revolving Credit Advances of any Lender, plus such Lender’s Commitment Percentage of the Outstanding Amount of all Swing Line Advances, plus such Xxxxxx’s Commitment Percentage of the Outstanding Amount of all L/C Obligations of any shall not exceed such Xxxxxx’s Revolving Credit Commitment, (3) the L/C Issuer Obligations in respect of Letters of Credit issued in Alternative Currencies shall not exceed the Letter of Credit Commitment of such L/C IssuerAlternative Currency Sublimit, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x4) the aggregate Outstanding Amount of all Revolving Credit Advances made to the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, Canadian Borrowers shall not exceed such Lender’s Revolving Commitment then in effectthe Canadian Sublimit, and (y5) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Notwithstanding the foregoing, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C IssuerXxxxxx Xxxxxxx Bank, plus the aggregate Outstanding Amount of all N.A. shall not be required to issue any Trade Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such timewithout its consent. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Borrowers 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 or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Restatement Date shall be subject to and governed by the terms and conditions hereof. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch.
(ii) No L/C Issuer Issuing Bank shall issue any Letter of Credit, if:
(A1) subject to Section 2.04(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extensionissuance, or, in the case of any Letter of Credit denominated in Indian rupees, nineteen months after the date of issuance, unless the applicable L/C Issuer approves Majority Lenders have approved such expiry date; or
(B2) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (A) all the Lenders and the applicable L/C Issuer have approved such expiry date.
date or (iii2) No the applicable Issuing Bank has approved of such expiry date and the Parent Borrower has agreed that the Outstanding Amount of L/C Issuer shall be under any obligation to issue any Obligations in respect of such requested Letter of Credit if:
(A) any order, judgment shall be Cash Collateralized or decree of any Governmental Authority or arbitrator shall by its terms purport backstopped pursuant to enjoin or restrain such L/C Issuer from issuing the Letter of Credit, or any law applicable arrangements reasonably satisfactory 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect Issuing Bank prior to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Expiration Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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
Samples: Fourth Amended and Restated Revolving Credit Agreement (Gap Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Multicurrency Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or in an Alternative Currency (or any additional currency requested and available from the L/C Issuer or an Affiliate of the L/C Issuer) for the account of the Borrower Company (or its subsidiaries (any Subsidiary of the Company so long as the Borrower Company is a joint and several co-applicant applicant, and jointly and severally liable thereunder), which Letters of Credit references to "the Company" in this Section 2.03 shall not exceed be deemed to include reference to such L/C Issuer’s Letter of Credit Commitment, Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; and (B) the Multicurrency Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunderpursuant to this Section 2.03; provided that, after giving effect that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all L/C Obligations of and no Lender shall be obligated to participate in any L/C Issuer shall not exceed the Letter of Credit Commitment if as of the date of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effectCredit Extension, (x) the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage 's Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed plus such Lender’s 's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed the excess of such Lender's Multicurrency Revolving Credit Commitment over such Lender's Pro Rata Share of the Overdraft Loan Facility Available Amount then in effect, (y) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit, and Sublimit or (z) the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of which are Alternative Currency Loans and L/C Obligations issued by other L/C Issuers shall not denominated in Alternative Currencies would exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to the preceding sentenceAlternative Currency Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Company'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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No The L/C Issuer shall be under any 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such which, in each case, the L/C Issuer in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the issuance expiry date of the such requested Letter of Credit would violate one occur more than twelve months after the date of issuance or more policies of last renewal, unless the Required Lenders have approved such L/C Issuer applicable to letters of credit generallyexpiry date;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% expiry date of such L/C Issuer’s actual or potential Fronting Exposure), 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 (requested Letter of Credit would occur after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and Expiration Date, unless all other L/C Obligations as to which the Lenders have approved such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionexpiry date;
(D) the issuance of such Letter of Credit contains would violate any provisions for automatic reinstatement Laws or one or more policies of the stated amount after any drawing thereunder; orL/C Issuer;
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in an initial amount less than $100,000, in the case of a currency other than Dollars commercial Letter of Credit, or an Alternative Currency.$100,000, in the case of a standby Letter of Credit; or
(ivF) No the L/C Issuer shall amend any does not, as of the issuance date of such requested Letter of Credit if such L/C Issuer would not be permitted at such time to Credit, issue the Letter Letters of Credit in its amended form under the terms hereofrequested currency.
(viii) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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
Samples: Credit Agreement (UGS PLM Solutions Asia/Pacific INC)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Revolving A Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Borrower Parent or any of its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Revolving A Outstandings shall not exceed the Letter of Credit Commitment of such L/C IssuerAggregate Revolving A Commitments, (w) the Total Utilization of Revolving Commitments Outstandings shall not exceed the Aggregate Revolving Commitments then in effectCommitments, (x) the aggregate Outstanding Amount of the Revolving A Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C IssuerLender’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers all Swing Line Loans shall not exceed such L/C IssuerLender’s Revolving A Commitment at such time. 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 proviso to 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 or that have been drawn upon and reimbursed.(y)
(ii) No The L/C Issuer shall not issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approves Required Lenders have approved such expiry date; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving A Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No The L/C Issuer shall not be under 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally;
(C) 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 $500,000;
(D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(E) the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; and
(F) any Revolving A Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower Company or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(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, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) No The L/C Issuer shall not amend any Letter of Credit if such 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) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) Each The L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article X with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article X included such the L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower Company or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments Credit Outstandings shall not exceed the Revolving Commitments then in effectCredit Facility, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of L/C Obligations, all Swing Line Loans shall not exceed such Lender’s Revolving Commitment then in effectCredit Commitment, (y) the aggregate amount available to be drawn under all Letters of Credit issued by the applicable L/C Issuer issuing such Letter of Credit shall not exceed (I) such L/C Issuer’s Letter of Credit Commitment (provided, that any L/C Issuer may, following a request from the Company, in its sole discretion, issue Letters of Credit in an aggregate available amount in excess of such L/C Issuer’s Letter of Credit Commitment so long as the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit Sublimit) and (II) the aggregate amount of such L/C Issuer’s unused Revolving Credit Commitment, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such timethe Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii), the expiry date of the such requested Letter of Credit would occur more than (x) in the case of Standby Letters of Credit, twelve months after the date of issuance or last extension(y) in the case of Trade Letters of Credit, 180 days after the date of issuance, unless the applicable L/C Issuer approves Required Revolver Lenders have approved such expiry date; or;
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date.; or
(C) such Letter of Credit is to be denominated in a currency other than Dollars;
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer generally applicable to the issuance of letters of credit generallycredit;
(C) any Lender is at that time a Defaulting Lender, unless except as otherwise agreed by the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of Administrative Agent and such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other 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 stated amount less than $50,000;
(D) the such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender, unless such L/C Issuer has entered into arrangements satisfactory to such L/C Issuer with the Revolving Administrative Agent and Company or such Lender to eliminate such L/C Issuer, ’s risk with respect to such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyLender.
(iv) 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 such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each such L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.3, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans and Swing Line Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans and Swing Line Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage Pro Rata Share of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii2.3(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) such Letter of Credit is a commercial Letter of Credit (unless the applicable L/C Issuer consents to the issuance of a commercial Letter of Credit);
(D) except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, the Letter of Credit is in an initial stated amount less than $50,000;
(E) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(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 discretion;; or
(DF) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 9 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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 1 contract
The Letter of Credit Commitment. (i1) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Borrower Company or its subsidiaries (so long any Designated Borrower, as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitmentapplicable, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or its subsidiaries any Designated Borrower, as applicable, and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Outstandings shall not exceed the Letter of Credit Commitment of such L/C IssuerAggregate Commitments, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s Revolving Commitment then in effectCommitment, (yx) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (zy) without the aggregate Outstanding Amount prior consent of the Revolving Loans made by each any L/C IssuerIssuer (acting in its sole discretion), plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus Issuer shall not exceed the L/C Commitment of such L/C Issuer’s Applicable Percentage of Issuer and (z) the aggregate Outstanding Amount of the L/C Obligations issued by other L/C Issuers denominated in an Alternative Currency plus the aggregate Outstanding Amount of Committed Loans denominated in an Alternative Currency shall not exceed such L/C Issuer’s Revolving Commitment at such timethe Alternative Currency Sublimit. Each request by the Borrower Company or any Designated Borrower, as applicable, for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company or any Designated Borrower, as applicable, that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the ability of the Company and each Designated Borrower’s ability , as applicable, to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company and the Designated Borrowers, as applicable, may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
(ii2) No An L/C Issuer shall not issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii2.03(b)(3), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approves Required Lenders have approved such expiry date; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii3) No An L/C Issuer shall not be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generallyIssuer;
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer or as identified on Schedule 2.03, such Letter of Credit is in an initial stated amount less than $50,000, in the case of a commercial Letter of Credit, or $100,000, in the case of a standby Letter of Credit; or
(D) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; or
(E) any Lender is at that time a Defaulting Lender, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)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 2.22(a)(iv2.16(a)(4)) 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;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v4) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi5) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article X with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article X included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each such L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, 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 for the account of the Borrower or its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vx) the Total Revolving Credit Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any Revolving Credit Lender, plus such Lender's Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any LenderObligations, plus such Lender’s 's Applicable Revolving Credit Percentage of the Outstanding Amount of L/C Obligations, all Swing Line Loans shall not exceed such Lender’s Revolving Commitment then in effect's Commitment, and (yz) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Subject to the other terms and conditions set forth herein, and (z) the aggregate Outstanding Amount Borrower may request, for its own account or the account of a Subsidiary, the issuance of such Letters of Credit in an Alternative Currency; provided, however, that, in addition to the other conditions to the issuance of Letters of Credit set forth in this Section 2.03(a)(i), after giving effect to such request, the Dollar Equivalent of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Foreign LC Exposure shall not exceed $2,000,000 at any one time. Such Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage in an Alternative Currency hereunder shall constitute utilization of the Outstanding Amount Aggregate Commitments in the amount of L/C Obligations issued by other L/C Issuers shall not exceed the Dollar Equivalent of such L/C Issuer’s Revolving Commitment at such timeLetter of Credit. 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 proviso provisos to the preceding sentencetwo sentences. 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 or that have been drawn upon and reimbursed. 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; provided that, on or before the date that is ninety (90) days after the Closing Date, the Borrower shall cause the Existing Letters of Credit to be cancelled and, if necessary, re-issued as Letters of Credit hereunder.
(ii) No The L/C Issuer shall not issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approves Required Revolving Lenders have approved such expiry date; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No The L/C Issuer shall not be under 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such general applicability of the L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such the L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000;
(D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder;
(F) a default of any Lender's obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the L/C Issuer's risk with respect to such Lender (it being understood that the L/C Issuer would consider the Borrower providing Cash Collateral to the Administrative Agent, for the benefit of the L/C Issuer, to secure the Defaulting Lender's pro rata share of the Letter of Credit a satisfactory arrangement); or
(G) the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency.
(iv) No If the Borrower requests any amendment to a Letter of Credit, the L/C Issuer shall not so amend any such Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) Each 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 Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent by the Lenders in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving "Administrative Agent” " as used in Section 8.01 Article IX included such the L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, : (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Revolving Lenders set forth in this Section 2.042.03, (1x) from time to time on any Business Day during the period from the Closing Date Availability Period, and until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (or, so long as the Borrower is a joint and several co-applicant and jointly and severally liable thereunder)with such Subsidiary, which Letters for the account of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitmentany Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (2y) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunder; provided provided, that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v1) the Outstanding Amount of all L/C Obligations of any L/C Issuer Aggregate Revolving Credit Exposure shall not exceed the Letter of Credit Commitment of such L/C IssuerAggregate Revolving Commitments, (w2) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, Revolving Lender shall not exceed such LenderXxxxxx’s Revolving Commitment then in effectCommitment, (y3) the Outstanding Amount of total L/C Obligations Exposure shall not exceed the Letter of Credit Sublimit, and (z4) the aggregate Outstanding Amount amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Exposure attributable to Letters of Credit issued by such any L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers Issuer shall not exceed such L/C Issuer’s L/C Commitment (unless otherwise agreed by such L/C Issuer in its sole discretion), (5) in the event the Revolving Commitment at Maturity Date shall have been extended as provided in Section 2.17, the total L/C Exposure attributable to Letters of Credit expiring after any Existing Revolving Maturity Date shall not exceed the Aggregate Revolving Commitments that shall have been extended to a date after the latest expiration date of such timeLetters of Credit or (6) except as otherwise agreed by the Administrative Agent, not more than 20 Letters of Credit shall be outstanding. Each request by the Borrower for the issuance or amendment of a Letter of any L/C Credit Extension shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with satisfies the conditions set forth in the proviso to 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 or that have been drawn upon and reimbursed. Each Existing Letter of Credit shall be deemed, for all purposes of this Agreement (including Section 2.03(c)), to be a Letter of Credit issued hereunder and the Borrower shall be deemed to be the applicant and account party for each Existing Letter of Credit.
(ii) No L/C Issuer shall issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extensionextension thereof, unless the applicable L/C Issuer approves Majority in Interest of the Revolving Lenders have approved such expiry date; or;
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders and the applicable L/C Issuer have approved such expiry date; or
(C) such Letter of Credit is to be denominated in a currency other than Dollars.
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Restatement Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Restatement Effective Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000;
(D) any Revolving Lender is at that time a Defaulting Lender, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv2.15(b)) 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 Exposure as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;; or
(DE) the such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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 such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) Each 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 such L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article X with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article X included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each such L/C Issuer.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Concentrix Corp)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Dollars, or, with respect to the Alternative Currency L/C Issuers, in one or more Alternative Currencies, for the account of the any Borrower or any of its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or its subsidiaries any Subsidiary and any drawings thereunder; provided that, after giving effect that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all L/C Obligations of and no Lender shall be obligated to participate in any L/C Issuer shall not exceed the Letter of Credit Commitment if as of the date of such L/C IssuerCredit Extension, (v) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Commitment then in effectCommitment, (x) the Outstanding Amount of the L/C Obligations for Financial Letters of Credit would exceed the Financial Letter of Credit Sublimit, (y) the Outstanding Amount aggregate amount of the outstanding Letters of Credit issued by any L/C Obligations shall not Issuer would exceed the Letter of Credit Sublimitits L/C Commitment, and or (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, Obligations denominated in an Alternative Currency plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, Swing Line Loans denominated in an Alternative Currency plus such L/C Issuer’s Applicable Percentage of the aggregate Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not Revolving Loans denominated in an Alternative Currency would exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to the preceding sentenceAlternative Currency Sublimit. 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 any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer 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 twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders 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 all the Lenders have approved such expiry date; provided that the applicable L/C Issuer may issue Letters of Credit with an expiry date no later than twelve (12) months after the Letter of Credit Expiration Date so long as the Company Cash Collateralizes such Letter of Credit in an amount equal to 105103% of the face amount of such Letter of Credit prior to the Letter of Credit Expiration Date in accordance with the terms of this Agreement. The Company hereby agrees that on or before the Letter of Credit Expiration Date it shall Cash Collateralize any Letter of Credit existing on the Letter of Credit Expiration Date in an amount equal to 105103 % of the face amount of such Letter of Credit. For the avoidance of doubt, the parties hereto agree that the obligations of the Lenders hereunder to reimburse the applicable L/C Issuer for any Unreimbursed Amount with respect to any Letter of Credit shall terminate on the Maturity Date with respect to drawings occurring after that date;
(D) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit borrowers generally;
(CE) such Letter of Credit is in an initial amount less than $100,000 (or such lesser amount as may be agreed to by such L/C Issuer, in its sole discretion);
(F) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), satisfactory to such L/C Issuer (in its sole discretion) arrangements with the Borrower Company or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv2.14(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 discretionbeing understood and agreed that such L/C Issuer would consider the Company’s providing Cash Collateral to the Administrative Agent, for the benefit of such L/C Issuer, to secure such Lender’s Pro Rata Share of such Letter of Credit a satisfactory arrangement;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(Ei) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
Currency or (ivii) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would is not be permitted at an Alternative Currency L/C Issuer, such time to issue the Letter of Credit is to be denominated in its amended form under the terms hereof.a currency other than Dollars;
(v) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (AH) such L/C Issuer would have no obligation at does not as of the issuance date of such time to issue the requested Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) Each L/C Issuer shall act on behalf of the Lenders with respect to any issue Letters of Credit issued by it and in the documents associated therewith, and the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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.requested currency; or
Appears in 1 contract
Samples: Fourth Amended and Restated Credit Agreement (Quanta Services, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.04, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such LenderXxxxxx’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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 set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the any Borrower or any of its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitmentrespective Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders each Domestic Lender severally agree agrees to participate in Domestic Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Domestic Letter of Credit, (vx) the Total Domestic Outstandings shall not exceed the Domestic Loan Cap, (y) the aggregate Outstanding Amount of the Committed Domestic Loans of any Domestic Lender, plus (without duplication) such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Domestic L/C Obligations, plus such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to the Domestic Borrowers shall not exceed such Domestic Lender’s Domestic Commitment, and (z) the Outstanding Amount of the Domestic L/C Obligations shall not exceed the Domestic Letter of Credit Sublimit; and (C) each Foreign Lender severally agrees to participate in its applicable Borrower’s Foreign Letters of Credit and any drawings thereunder; provided that, after giving effect to any Foreign L/C Credit Extension, (x) the Total Outstandings of any such Foreign Borrower shall not exceed such Foreign Borrower’s Loan Cap, (y) with respect to each Foreign Borrower, (i) the aggregate Outstanding Amount of the Committed Loans of such Foreign Lender to such Foreign Borrower, plus (without duplication) (ii) such Foreign Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any LenderForeign Borrower, plus (iii) such Foreign Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, all Swing Line Loans made to such Foreign Borrower shall not exceed such Foreign Lender’s Revolving Foreign Commitment then in effectwith respect to such Foreign Borrower, and (yz) the Outstanding Amount of the L/C Obligations of such Foreign Borrower shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by Sublimit for such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such timeForeign Borrower. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to 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 such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
(iii) No The L/C Issuer shall not issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Standby Letter of Credit would occur more than twelve months 365 days after the date of issuance or last extension, unless the applicable L/C Issuer approves Administrative Agent has approved such expiry date; or
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Commercial Letter of Credit would occur more than 180 days after the date of issuance or last extension, unless the Administrative Agent has approved such expiry date; or
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless either such Letter of Credit is Cash Collateralized on or prior to issuance of such Letter of Credit (or such other time as the Administrative Agent may agree but in no event after the Letter of Credit Expiration Date) or all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iiiii) No The L/C Issuer shall be under any obligation to not issue any Letter of Credit without the prior consent of the Administrative Agent 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such the L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally;
(C) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; provided that if the L/C Issuer, in its discretion, issues a Letter of Credit denominated in a currency other than Dollars, all reimbursements by the applicable Borrowers of the honoring of any drawing under such Letter of Credit shall be paid in the currency in which such Letter of Credit was denominated;
(D) 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;
(E) such Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or
(F) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the applicable Borrower or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iviii) No The L/C Issuer shall not amend any Letter of Credit if such 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) 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 the Letter of Credit in its amended form under the terms hereof or (B) if the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viiv) Each The L/C Issuer shall act on behalf of the applicable Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such the L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Quiksilver Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Dollar Tranche Lenders set forth in this Section 2.04, (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 denominated in Dollars or an Dollars, and, solely in the case of the Alternative Currency L/C Issuer, in one or more Alternative Currencies, in each case, for the account of the Parent Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiary thereof, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.04(b), and (2) to honor compliant drawings under the Letters of Credit; and (B) the Dollar Tranche Lenders severally agree to participate in Letters of Credit issued for the account of the Parent Borrower or its subsidiaries a Subsidiary thereof and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, (w) the Outstanding Amount of Dollar Tranche Loans plus the Outstanding Amount of all L/C Obligations Obligations, plus the Outstanding Amount of any L/C Issuer all Swing Line Loans shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effectAggregate Dollar Tranche Commitments, (x) the aggregate Outstanding Amount of the Revolving Dollar Tranche Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment then in effectDollar Tranche Commitment, (y) the Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Dollar Tranche Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Dollar Tranche Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. Each request by the Parent Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Parent Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. 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 or that have been drawn upon and reimbursed. 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.
(iii) No L/C Issuer shall issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(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 applicable Administrative Agent and such L/C Issuer approves have approved such expiry date; provided that in no event will any Letter of Credit have an expiry date that is later than the first anniversary of the Maturity Date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders Administrative Agent and the applicable such L/C Issuer have approved such expiry date.
(iiiii) No L/C Issuer shall be under 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 the that Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the that Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the that Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $500,000;
(D) such Letter of Credit is to be denominated in a currency other than Dollars or, in the case of the Alternative Currency L/C Issuer, an Alternative Currency;
(E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;
(F) any Lender is at that time a Defaulting Lender, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(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 ExposureExposure with respect to such Defaulting Lender, as it may elect in its sole discretion;; or
(DG) after giving effect to any L/C Credit Extension with respect to such Letter of Credit, the L/C Obligations with respect to all Letters of Credit issued by such L/C Issuer would exceed one-third of the Letter of Credit contains Sublimit (the “L/C Commitment Amount”); provided that, subject to the limitations set forth in the proviso to Section 2.04(a)(i), any provisions for automatic reinstatement L/C Issuer may issue Letters of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and Credit in excess of such L/C Issuer, such ’s L/C Commitment Amount.
(iii) No L/C Issuer other than the Alternative Currency L/C Issuer shall issue a Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars.
(iv) 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 that Letter of Credit in its amended form under the terms hereof.
(v) 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 the that Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the that Letter of Credit does not accept the proposed amendment to the that Letter of Credit.
(vi) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such the L/C Issuer Issuers with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C IssuerIssuers.
Appears in 1 contract
Samples: Credit Agreement (W. P. Carey Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each of the L/C Issuer Issuers agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of day that is seven days prior to the latest Maturity Date for the Revolving Credit Expiration DateFacility then in effect, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v1) the Total Outstandings shall not exceed the Revolving Credit Facility, (2) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any LenderObligations, plus such Lender’s 's Applicable Percentage of the Outstanding Amount of L/C Obligationsall Swing Line Loans, shall not exceed such Lender’s Revolving Commitment then in effect's Commitment, (y3) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z4) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Obligations related to Letters of Credit issued by such L/C IssuerXxxxx Fargo shall not exceed $50,000,000, plus such L/C Issuer’s Applicable Percentage of (5) the Outstanding Amount of the L/C Obligations related to Letters of Credit issued by other The Bank of Nova Scotia shall not exceed $50,000,000, and (6) the Outstanding Amount of the L/C Issuers Obligations related to Letters of Credit issued by U.S. Bank National Association shall not exceed such L/C Issuer’s Revolving Commitment at such time$50,000,000. 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 proviso to the preceding sentence. 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 or that have been drawn upon and reimbursed. 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.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) , subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless (excluding automatic extensions in the applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would Credit, which extensions are subject to annual cancellation in accordance with the terms of an Auto-Extension Letter of Credit) occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under any obligation to issue issue, renew, extend, or increase 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which such an L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generallyIssuer;
(C) any Lender is at that time a Defaulting Lender, unless except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer Issuer, such Letter of Credit is in an initial stated amount less than $500,000;
(D) such Letter of Credit is to be denominated in a currency other than an Agreed Currency; or
(E) any Lender is at such time a Defaulting Lender hereunder, unless either (1) the Borrower has entered into arrangements, including delivered to the delivery of Administrative Agent Cash Collateral (in an amount at least equal to 103% of such each L/C Issuer’s actual Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any other Cash Collateral then held) with respect to the Defaulting Lender or potential Fronting Exposure), (2) such L/C Issuer has otherwise entered into arrangements 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 2.22(a)(iv2.16(a)(iv)) with respect to the Defaulting Lender Lender, in either case, 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;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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 such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the such L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each such L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer of a Tranche of the Revolving Credit Facility agrees, in reliance upon the agreements of the Borrower and the other Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars under the Dollar Tranche or in Dollars or an Alternative Currency under the Multicurrency Tranche for the account of the Lux Borrower or its subsidiaries any Restricted Subsidiary (so long as provided that the Borrower is a co-applicant and jointly and severally liable thereunder), which Borrowers hereby irrevocably agree to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit shall not exceed issued for the account of any other Borrower or any Restricted Subsidiary on a joint and several basis with such L/C Issuer’s Letter of Credit Commitment, Restricted Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(c), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders under any Tranche severally agree to participate in Letters of Credit issued for the account of the Lux Borrower or its subsidiaries and any drawings thereunderRestricted Subsidiary; provided that, after giving effect 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 (vw) 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 Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender under the applicable Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of under such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any LenderTranche, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of L/C Obligations, shall not all Swing Line Loans under such Tranche would exceed such Lender’s Revolving Credit Commitment then in effect, under such Tranche or (yz) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to the 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which which, in each case, such L/C Issuer in good xxxxx xxxxx material to it;
; _ subject to Section 2.03(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 the Required Revolving Lenders and the L/C Issuer, in their sole discretion, have approved such expiry date; _ the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (Bi) 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 accordance with Section 2.16 at least five Business Days prior to the Letter of Credit Expiration Date; _ the issuance of the 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; _ 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 to letters L/C Issuer in its sole discretion; _ such Letter of credit generally;
(C) Credit is denominated in a currency other than Dollars or an Alternative Currency; _ the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or _ any Revolving Credit Lender under the applicable Tranche is at that time a Defaulting Lender, unless 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 (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), satisfactory to such L/C Issuer (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 2.22(a)(iv2.17(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;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and Exposure under such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyTranche.
(iviii) 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.
(v) An 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 the such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viiv) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such each L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each L/C Issuer.
Appears in 1 contract
Samples: Amendment (Ortho Clinical Diagnostics Holdings PLC)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (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 denominated in Dollars upon request from the Borrower as an applicant thereof or an Alternative Currency for the account support of the Borrower its or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries’ obligations, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or and its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vw) (i) the Outstanding Amount aggregate undrawn amount of all outstanding Letters of Credit issued by the L/C Issuer at such time plus (ii) the aggregate amount of all L/C Obligations of any Borrowings made by the L/C Issuer that have not yet been reimbursed by or on behalf of the Borrower or converted to Committed Loans at such time shall not exceed its Letter of Credit Commitment, (x) the Total Outstandings shall not exceed the Letter of Credit Commitment of such L/C IssuerAggregate Commitments, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (xy) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment then in effectCommitment, and (yz) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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.of
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower or any of its subsidiaries Restricted Subsidiaries (so long as provided that the Borrower is a co-applicant and jointly and severally liable thereunder), which hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit shall not exceed issued for the account of its Restricted Subsidiary on a joint and several basis with such L/C Issuer’s Letter of Credit Commitment, Restricted Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit issued by such L/C Issuer and (B) the Revolving Credit Lenders under any Revolving Facility severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunderRestricted Subsidiary; provided thatthat no L/C Issuer shall issue any Letter of Credit if, as of the date of such issuance (and after giving effect to any L/C Credit Extension thereto) (w) with respect to any Letter Revolving Facility, the sum of Creditthe Dollar Amount of the Total Revolving Credit Outstandings under such Revolving Facility would exceed the Revolving Credit Commitments in respect of such Revolving Facility, (vx) with respect to any Revolving Facility, the aggregate Dollar Amount of the Outstanding Amount of the Revolving Credit Loans of any Lender under such Revolving Facility, plus the Dollar Amount of such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations under such Revolving Facility, plus the Dollar Amount of any such Lender’s Pro Rata Share of the Outstanding Amount of all Swingline Loans would exceed such Lender’s Revolving Credit Commitment under such Revolving Facility, (y) the Dollar Amount of the Outstanding Amount of the L/C Issuer shall not Obligations would exceed the Letter of Credit Commitment Sublimit or (z) the Letter of Credit is denominated in an Alternative Currency other than Euros or Pounds Sterling which has not been agreed to by the Administrative Agent, such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount all of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of Credit Lenders and the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to the preceding sentenceBorrower. 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iiii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which which, in each case, such L/C Issuer 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 or last renewal, unless the Required Revolving Lenders and the 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) 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 accordance with Section 2.16 at least five Business Days prior to the Letter of Credit Expiration Date;
(D) the issuance of the such Letter of Credit would violate one or more generally applicable policies of such L/C Issuer applicable to letters in place at the time of credit generallysuch request;
(CE) such Letter of Credit is in an initial stated amount of less than a Dollar Amount equal to $500,000 or such lesser amount as is acceptable to the applicable L/C Issuer in its sole discretion;
(F) the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or
(G) any Revolving Credit Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangementsarrangements reasonably satisfactory to it and the Borrower to eliminate the L/C Issuer’s risk with respect to the participation in Letters of Credit by all such Defaulting Lenders, including including, first by reallocation of the Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations pursuant to Section 2.17(a)(iv) and thereafter by the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), satisfactory to such L/C Issuer (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 2.22(a)(iv2.17(a)(iv)) with respect to the a 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;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(ivii) 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.
(v) An 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 the such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viiii) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders under the applicable Revolving Facility with respect to any Letters of Credit issued by it and the documents associated therewith, and the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such each L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each L/C Issuer.
(iv) Schedule 2.03 contains a description of certain letters of credit that were previously issued by an L/C Issuer for the account of the Borrower or a wholly owned Restricted Subsidiary thereof pursuant to the Existing Senior Facilities Agreement and which remain outstanding on the Closing Date and which will be deemed issued under this Agreement (and setting forth, with respect to each such letter of credit, (i) the name of the L/C Issuer, (ii) the letter of credit number, (iii) the name(s) of the account party or account parties, (iv) the stated amount, (v) the currency in which the letter of credit is denominated, (vi) the name of the beneficiary, (vii) the expiry date and (viii) whether such letter of credit constitutes a standby letter of credit or a commercial letter of credit. Each such letter of credit, including any extension or renewal thereof in accordance with the terms thereof and hereof (each, as amended from time to time in accordance with the terms thereof and hereof, an “Existing Letter of Credit”), shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued on the Closing Date.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Lenders set forth in this Section 2.042.03, (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 for the account of GFI or any of its Subsidiaries denominated in Dollars or an in one or more Alternative Currency Currencies or for the account of the Foreign Borrower or any of its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries in Dollars or in one or more Alternative Currencies, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers or its subsidiaries their Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vw) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Revolving Outstandings shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Aggregate Revolving Commitments shall not exceed the Revolving Commitments then in effectCommitments, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, Obligations shall not exceed such Lender’s Revolving Commitment then in effectCommitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, Sublimit and (z) the aggregate Outstanding Amount of the all Revolving Loans made by each L/C Issuer, in Alternative Currencies plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of Foreign L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s the Alternative Currency Sublimit; and provided further that the availability of the Aggregate Revolving Commitment Commitments at such timeany time for the making of Loans and the issuance of Letters of Credit shall be reduced by the amount of the Alternative Currency Reserve. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the such Borrower’s 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extensionrenewal, unless the applicable L/C Issuer approves Required Lenders have approved such expiry date; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.;
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit borrowers generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial amount less than $500,000, or is to be denominated in a currency other than Dollars or an Alternative Currency;
(D) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or
(E) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless such L/C Issuer has entered into satisfactory arrangements with GFI or such Lender to eliminate such L/C Issuer’s risk with respect to such Lender.
(iv) 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 such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) Each No L/C Issuer shall act on behalf of the Lenders with respect be under any obligation to issue or amend any Letters Letter of Credit issued by it and the documents associated therewith, and the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 included such L/C Issuer with respect has received written notice from any Lender, the Administrative Agent or any Loan Party, on or prior to the Business Day prior to the requested date of issuance or amendment of such acts Letter of Credit, that one or omissions and (B) as additionally provided herein with respect to each L/C Issuermore applicable conditions contained in Article V shall not then be satisfied.
Appears in 1 contract
Samples: Credit Agreement (GFI Group Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth hereinout in this Agreement, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Lenders set forth out in this Section 2.042.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Termination Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of Parent, and denominated in Dollars or in one or more Alternative currencies for the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters account of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentUK Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection clause (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries Borrowers and any drawings drawing thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vA) the Total Outstandings shall not exceed the Aggregate Commitments, (B) the Outstanding Amount of all Revolving Loans, L/C Obligations, and Swing Line Loans shall not exceed the Revolving Committed Amount, (C) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender’s Applicable Percentage of any L/C Issuer shall not the Outstanding Amount of all Swing Line Loans would exceed the Letter of Credit Commitment of such L/C IssuerLender’s Commitment, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (xD) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed plus such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Applicable Percentage of the Revolving Committed Amount, (E) the Outstanding Amount of the L/C Obligations issued by other for Parent shall not exceed its Letter of Credit Sublimit, (F) the Outstanding Amount of the L/C Issuers Obligations for UK Borrower shall not exceed such L/C Issuer’s Revolving Commitment at such timeits Letter of Credit Sublimit. Each request by the Borrower Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso provisos to 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 any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. From and after the occurrence of the Closing Date and the satisfaction of all conditions precedent in Section 4.01(c), all Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and shall be subject to and governed by the terms and conditions hereof.
(ii) No The L/C Issuer shall not issue any Letter of Credit, if:
(A1) subject to Section 2.04(b)(iii)the face amount of such requested Letter of Credit is greater than $1,000,000, and the expiry date would occur after the Termination Date;
(2) the face amount of such requested Letter of Credit is less than $1,000,000, and the expiry date of the such requested Letter of Credit would occur more than twelve months 364 days after the date of issuance or last extension, unless the applicable L/C Issuer approves such expiry dateTermination Date; orand
(B3) the expiry date face amount of the such requested Letter of Credit, collectively with all Borrowers’ outstanding Letters of Credit would occur with an expiry date after the Letter of Credit Expiration Termination Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry dateexceeds $3,000,000.
(iii) No The L/C Issuer shall not be under 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 the L/C Issuer from issuing the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx fxxxx xxxxx material to it;
(B2) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E3) except as otherwise agreed by the Revolving Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000.
(4) except as otherwise agreed by the Agent and the L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;
(6) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(7) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Borrowers or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender.
(iv) 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.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viv) Each 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 Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such the L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.3, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans and Swing Line Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans and Swing Line Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage Pro Rata Share of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii2.3(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx fxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) such Letter of Credit is a commercial Letter of Credit (unless the applicable L/C Issuer consents to the issuance of a commercial Letter of Credit);
(D) except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, the Letter of Credit is in an initial stated amount less than $50,000;
(E) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(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 discretion;; or
(DF) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 9 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Borrower Company or any of its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vw) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Revolving Outstandings shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Aggregate Revolving Commitments shall not exceed the Revolving Commitments then in effectCommitments, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage 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 shall not exceed such Lender’s Revolving Commitment then in effectCommitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, Sublimit and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, Obligations denominated in an Alternative Currency plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers Loans denominated in an Alternative Currency shall not exceed such L/C Issuer’s Revolving Commitment at such timethe Alternative Currency Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. 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 or that have been drawn upon and reimbursed. Furthermore, each Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer under each Existing Letter of Credit in a percentage equal to its Pro Rata Share of Revolving Loans. The Company’s reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement.
(ii) No The L/C Issuer shall not issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii), Credit if 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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No The L/C Issuer shall be under any 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 the such Letter of Credit, or any law 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, prohibit or request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer;
(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial amount less than $500,000;
(D) a default of any Lender’s obligations to fund under Section 2.03(c) exists, unless the L/C Issuer applicable has entered into satisfactory arrangements with the Company or such Lender to letters of credit generallyeliminate the L/C Issuer’s risk with respect to such Lender;
(CE) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars;
(F) the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or
(G) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower Company or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(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, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) No The L/C Issuer shall not amend any Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) Each The L/C Issuer shall be under no obligation to issue or amend any Letter of Credit if the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, on or prior to the Business Day prior to the requested date of issuance or amendment of such Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfied.
(vii) 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 Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article X with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article X included such the L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitmentany Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 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 for the account of the Borrower or its subsidiaries any Subsidiary and any drawings thereunder; provided that, after giving effect to that on the date of any L/C Credit Extension with respect to any Letter of Credit, Credit and after giving effect thereto (v) the Outstanding Amount aggregate amount available to be drawn under all Letters of all Credit issued by the applicable L/C Obligations Issuer issuing such Letter of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment (provided, that any L/C Issuer shall not exceed may, following a request from the Letter Borrower each in its sole discretion, issue Letters of Credit Commitment in an aggregate available amount in excess of such L/C Issuer, (w) the Total Utilization ’s Letter of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of Credit Commitment so long as the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit Sublimit), and (zw) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (x) the aggregate Outstanding Amount of the Revolving Credit Loans made by each L/C Issuerof any Revolving Credit Lender, plus such Lender’s Pro Rata Share of the aggregate Outstanding Amount of all Letters of Credit issued by such L/C IssuerObligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Issuer’s Applicable Percentage Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of L/C Obligations issued by other L/C Issuers denominated in any Alternative Currency shall not exceed such L/C Issuer’s Revolving Commitment at such time$15,000,000 (or, if less, the Letter of Credit Sublimit then in effect). 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 proviso to 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 or that have been drawn upon and reimbursed. 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.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
Credit if (Ax) subject to Section 2.04(b)(iii2.03(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 applicable L/C Issuer approves Required Revolving Credit Lenders have approved such expiry date; or
date or (By) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer applicable (including policies as to letters the form, substance and beneficiary of credit generallysuch Letter of Credit and policies relating to such L/C Issuer’s issuance of Letters of Credit in the requested Alternative Currency at such time);
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer (such agreement not to be unreasonably withheld or delayed), such Letter of Credit is in an initial face amount less than $25,000;
(D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(F) any Revolving Credit Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such L/C Issuer (in its sole discretiondiscretion (it being agreed that with respect to Letters of Credit denominated in Dollars, Cash Collateral in an aggregate amount equal to 105% of the amount of L/C Obligations associated with such Letters of Credit shall be satisfactory) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv2.17(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;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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 such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such L/C Issuer with respect to such acts or omissions and (B) as additionally provided herein with respect to each such L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (AdvanSix Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (Ax) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Revolving Credit Lenders set forth in this Section 2.042.03, (1I) from time to time on any Business Day during the period from the Closing Initial Funding Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such any Permitted L/C Issuer’s Letter of Credit CommitmentParty, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2II) to honor drawings under the Letters of Credit; and (By) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued under the applicable Facility for the account of the Borrower or its subsidiaries any Permitted L/C Party and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of CreditExtension, (v) the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w1) the Total Utilization of Revolving Commitments Credit Outstandings shall not exceed the Revolving Commitments then in effectCredit Facility, (x2) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, Revolving Credit Lender shall not exceed such Lender’s Revolving Commitment then in effectCredit Commitment, (y3) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit and (4) the Total Revolving Credit Outstandings denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit, and (z5) unless agreed to by the aggregate Outstanding Amount of the Revolving Loans made by each applicable L/C Issuer, plus the aggregate Outstanding Amount of amount available to be drawn under all Letters of Credit issued by such the applicable L/C Issuer, plus Issuer issuing such L/C Issuer’s Applicable Percentage Letter of the Outstanding Amount of L/C Obligations issued by other L/C Issuers Credit shall not exceed such L/C Issuer’s Revolving Commitment at such timeLetter of Credit Commitment; provided, further, that (A) no more than $20,000,000 aggregate face amount of Letters of Credit shall be issued on the Initial Funding Date and (B) CoBank shall not be required to issue any Letters of Credit denominated in an Alternative Currency. 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 proviso to 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 or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued on the Initial Funding Date pursuant to the Revolving Credit Facility hereunder, and from and after the Initial Funding Date shall be subject to and governed by the terms and conditions hereof.
(ii) No L/C Issuer shall issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii2.03(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 Revolving Lenders and the applicable L/C Issuer approves have approved such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry datedate or (y) on the date 95 days prior to the Letter of Credit Expiration Date, the Borrower shall have provided Cash Collateral for such Letter of Credit in an amount not less than the applicable Minimum Collateral Amount.
(iii) No L/C Issuer shall be under 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 the Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Initial Funding Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Initial Funding Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the Borrower and the applicable L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000, in the case of a Commercial Letter of Credit, or $500,000, in the case of a Financial Letter of Credit;
(D) except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)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 2.22(a)(iv)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;; or
(DF) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any the L/C Issuer 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such the L/C Issuer Issuers with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C IssuerIssuers.
Appears in 1 contract
Samples: Credit Agreement (Sylvamo Corp)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.04, (1) from time to time on any Business Day during the period from the Closing Date until the applicable Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of CreditCredit issued by it utilizing Revolving Credit Commitments under the Dollar Tranche and/or the Multicurrency Tranche, as applicable; and (BB)(1) the Dollar Lenders severally agree to participate in Dollar Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunder and (2) the Multicurrency Lenders severally agree to participate in Multicurrency Letters of Credit issued for the account of the Borrower and any drawings thereunder; provided that, that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vv)(1) in the Outstanding Amount case of all L/C Obligations a Dollar Letter of any L/C Issuer Credit, the Total Dollar Outstandings shall not exceed the Total Dollar Commitment, (2) in the case of a Multicurrency Letter of Credit Credit, the Total Multicurrency Outstandings shall not exceed the Total Multicurrency Commitment of such L/C Issuer, and (w3) the Total Utilization of Revolving Commitments Outstandings shall not exceed the Revolving Commitments then Credit Facility, (w) in effectthe case of a Dollar Letter of Credit, the Available Dollar Commitment of any Dollar Lender shall not be less than zero, (x) in the aggregate Outstanding Amount case of a Multicurrency Letter of Credit, the Revolving Loans Available Multicurrency Commitment of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, Multicurrency Lender shall not exceed such Lender’s Revolving Commitment then in effectbe less than zero, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, Sublimit and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount Obligations in respect of all Letters of Credit issued by such the L/C Issuer, plus Issuer to issue such L/C Issuer’s Applicable Percentage Letter of the Outstanding Amount of L/C Obligations issued by other L/C Issuers Credit shall not exceed such L/C Issuer’s Revolving Commitment at such timeIssuer Sublimit. 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 proviso to 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 or that have been drawn upon and reimbursed.
(ii) No An L/C Issuer shall not issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance (or last extensionin the case of Auto- Extension Letters of Credit contemplated in Section 2.04(b)(iii), more than twelve months after the effective date of the most-recent extension of such Letter of Credit) unless the applicable L/C Issuer approves such expiry datedate has been approved by (x) the Required Dollar Lenders in the case of a Dollar Letter of Credit or (y) the Required Multicurrency Lenders in the case of a Multicurrency Letter of Credit; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (a) all the Dollar Lenders and have approved such expiry date in the case of a Dollar Letter of Credit or all the Multicurrency Lenders have approved such expiry date in the case of a Multicurrency Letter of Credit or (b) such Letter of Credit shall have been Cash Collateralized or otherwise backstopped, in each case in a manner acceptable to the applicable L/C Issuer have approved such expiry dateIssuer.
(iii) No An L/C Issuer shall not be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, including with respect to any foreign currencies, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless except as otherwise agreed by the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of Administrative Agent and such L/C Issuer, the Dollar Equivalent of the initial stated amount of such Letter of Credit is less than $100,000;
(D) in the case of a Dollar Letter of Credit, a default of any Dollar Lender’s actual obligations to fund under Section 2.04(c) exists or potential Fronting Exposure)any Dollar Lender is at such time a Defaulting Lender hereunder, satisfactory to such unless the L/C Issuer (in its sole discretion) of such Letter of Credit has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) risk with respect to such Lender;
(E) in the case of a Multicurrency Letter of Credit, a default of any Multicurrency Lender’s obligations to fund under Section 2.04(c) exists or any Multicurrency Lender is at such time a Defaulting Lender arising from either hereunder, unless the L/C Issuer of such Letter of Credit then proposed has entered into satisfactory arrangements with the Borrower or such Lender to be issued or that Letter of Credit and all other L/C Obligations as to which eliminate such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunderIssuer’s risk with respect to such Lender; or
(EF) except as otherwise agreed by the Revolving Administrative Agent and such the applicable L/C Issuer, such the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative a Foreign Currency; or
(G) the applicable L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency.
(iv) No An L/C Issuer shall not amend any Letter of Credit issued by it if such L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) An L/C Issuer shall be under no obligation to amend any Letter of Credit issued by it if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) Each An L/C Issuer shall act on behalf of the Dollar Lenders with respect to any Dollar Letters of Credit and the Multicurrency Lenders with respect to any Multicurrency Letters of Credit, in each case issued by it and the documents associated therewith, and the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each an L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (ia) Subject to the terms and conditions set forth herein, (Ai) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Lenders set forth in this Section 2.04Article 3, (1A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Maturity Date, to issue Letters of Credit denominated in US Dollars or an (subject to the limitation set forth below) in one or more Alternative Currency Currencies for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 3.2, and (2B) to honor drawings under the Letters of Credit; Credit and (Bii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vw) the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and (zx) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuerany Lender, plus such L/C IssuerLender’s Applicable Commitment Percentage of the Outstanding Amount of all L/C Obligations issued by other plus such Lender’s Commitment Percentage of the Outstanding Amount of all Swingline Loans shall not exceed the amount of such Xxxxxx’s Revolving Commitment and (z) the aggregate Outstanding Amount of Revolving Loans denominated in Alternative Currencies and L/C Issuers Obligations denominated in Alternative Currencies shall not exceed such L/C Issuer’s Revolving Commitment at such timethe Alternative Currency Sublimit. 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 proviso to 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 revolvingrevolving and, and accordingly accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 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; without limiting the foregoing, each Lender shall be deemed to have purchased from the L/C Issuer a risk participation in each Existing Letter of Credit on the Closing Date pursuant to Section 3.2(b). Notwithstanding anything to the contrary contained herein, Letters of Credit denominated in Alternative Currencies may only be issued by Bank of America, in its capacity as L/C Issuer.
(iib) No The L/C Issuer shall not issue any Letter of Credit, Credit if:: CHAR1\1991350v2
(Ai) subject to Section 2.04(b)(iii3.2(c), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approves Required Lenders have approved such expiry date; or
(Bii) subject to Section 3.2(c), the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Maturity Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iiic) No The L/C Issuer shall not be under any 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 the L/C Issuer from issuing the such Letter of Credit, or any law law, rule or regulation 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it;
(Bii) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer;
(iii) except as otherwise agreed by the Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than the US Dollar Equivalent of $250,000 or is to be denominated in a currency other than US Dollars or an Alternative Currency;
(iv) the L/C Issuer applicable to letters does not, as of credit generallythe issuance date of such requested Letter of Credit, issue Letters of Credit in the requested currency;
(Cv) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(vi) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)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 2.22(a)(iv5.10(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 ExposureExposure with respect to the Defaulting Lender, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(ivd) No The L/C Issuer shall not amend any Letter of Credit if such 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.
(ve) 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 the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.. CHAR1\1991350v2
(vif) Each 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 Issuers Issuer shall have all of the benefits and immunities (Ai) provided to the Revolving Administrative Agent in Section 8.01 Article 14 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article 14 included such the L/C Issuer with respect to such acts or omissions omissions, and (Bii) as additionally provided herein with respect to each the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) (x) each L/C Issuer agreesagrees to issue Letters of Credit and (y) notwithstanding their respective approval rights under Section 2.03(a)(ii) but subject to the proviso therein, each Extended Letter of Credit Issuer agrees to issue Extended Letters of Credit, in reliance upon the agreements of the Borrower and the Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies applicable to such L/C Issuer for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such any Permitted L/C Issuer’s Letter of Credit CommitmentParty, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, 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 for the account of the Borrower or its subsidiaries any Permitted L/C Party and any drawings thereunder, including Extended Letters of Credit; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Total Revolving Outstandings shall not exceed the Revolving Credit Facility, (w) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (x) the Outstanding Amount of the L/C Obligations in Alternative Currencies shall not exceed the Alternative Currency Sublimit, (y) the aggregate Outstanding Amount of all Financial Letters of Credit and commercial letters of credit at any time shall not exceed (i) other than during the Relief Period, $150,000,000 and (ii) during the Relief Period, $35,000,000 and (z) the Outstanding Amount of L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment L/C Issuer Sublimit of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. Each request by the Borrower or a Permitted L/C Party 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 proviso to 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 periodperiod listed in subclause (A)(1) of this Section, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. For the avoidance of doubt, all Letters of Credit outstanding under the Existing Credit Agreement as of the Closing Date for the account of a Permitted L/C Party shall in each case be deemed to have been Letters of Credit issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii), Credit if 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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the date that is seven Business Days prior to the Revolving Credit Facility Maturity Date (each such issued Letter of Credit Expiration DateCredit, an “Extended Letter of Credit”) unless all the Lenders and the applicable L/C Issuer have has approved such later expiry date, it being acknowledged and agreed that each such Extended Letter of Credit shall be Cash Collateralized in accordance with Section 6.26; provided that the Extended Letters of Credit Issuers are deemed to approve of each such later expiry date so long as such expiry date is not later than the one year anniversary of the Revolving Credit Facility Maturity Date.
(iii) No L/C Issuer shall be under 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 the Letter of Credit, or any law Requirement of 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by such L/C Issuer, the Letter of Credit is in an initial stated 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;
(D) except as otherwise agreed by such L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency applicable to such L/C Issuer;
(E) such L/C Issuer does not, as of the issuance date of such 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 the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)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 2.22(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 L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such the L/C Issuer Issuers with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C IssuerIssuers or any of them.
(vii) Notwithstanding anything to the contrary contained herein, from and after the Amendment No. 5 Effective Date, L/C Credit Extensions (other than on account of Financial Letters of Credit) shall be limited to the following purposes: (A) renewals of existing Letters of Credit, provided that increases to the Outstanding Amount thereof shall not exceed 105% of such Outstanding Amount, (B) L/C Credit Extensions solely on account of the operations of the power segment (i.e., the Borrower and its Subsidiaries’ portion of their business that provides the supply of and aftermarket services for steam-generating, environmental, and auxiliary equipment for power generation and other industrial applications), (C) L/C Credit Extensions solely on account of the operations of Xxxxxxx & Xxxxxx MEGTEC Holdings, Inc. and its Subsidiaries, (D) L/C Credit Extensions solely on --70- account of the operations of Xxxxxxx & Xxxxxx SPIG Inc., (E) L/C Credit Extensions on account of the operations of Xxxxxxx & Xxxxxx Xxxxx GmbH of an aggregate Outstanding Amount not to exceed €7,500,000, (F) L/C Credit Extensions solely on account of the operations of Xxxxxxx & Xxxxxx Universal, Inc. and its Subsidiaries (other than Foreign Subsidiaries) and, (G) L/C Credit Extensions on account of the operations of any Vølund Project of an aggregate Outstanding Amount not to exceed $20,000,000 and (H) other purposes upon prior written approval by the Administrative Agent and the Required Lenders.
Appears in 1 contract
Samples: Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Dollar Revolving Lenders set forth in this Section 2.04, (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 denominated in Dollars Dollars, Euros or an Alternative Currency Pounds Sterling for the account of the US Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters account of Credit shall not exceed such L/C Issuerany of the US Borrower’s Letter of Credit CommitmentSubsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection clause (b) below, and (2) to honor drawings drafts under the Letters of CreditCredit previously issued by it; and (B) the Dollar Revolving Lenders severally agree to risk participate in Letters of Credit issued for the account of the US Borrower or its subsidiaries and the account of any drawings thereunderof the US Borrower’s Subsidiaries; provided that, after giving effect that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, (v) and no Dollar Revolving Lender shall be obligated to risk participate in, any Letter of Credit if as of the Outstanding Amount date of all such proposed L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of Extension, after giving effect to such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effectCredit Extension, (x) the aggregate Outstanding Amount of the all Dollar Revolving Loans, Swing Line Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of and L/C Obligations shall not would exceed the Letter of Aggregate Dollar Revolving Credit SublimitCommitments, and (zy) the aggregate Outstanding Amount of the Dollar Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuerany Dollar Revolving Lender, plus such L/C IssuerDollar Revolving Lender’s Applicable Percentage Pro Rata Dollar Revolving Share of the Outstanding Amount of all L/C Obligations, plus such Dollar Revolving Lender’s Pro Rata Dollar Revolving Share of the Outstanding Amount of all Swing Line Loans would exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitment, or (z) the Outstanding Amount of the L/C Obligations issued by other would exceed the Letter of Credit Sublimit and, for the avoidance of doubt, for each L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. Each request by Issuer individually, giving effect to 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 proviso set forth in the proviso to the preceding sentencedefinition of Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the US Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the US Borrower may, during from the foregoing periodClosing Date until the Letter of Credit Expiration Date, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) subject to Section 2.04(b)(iii) (Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Dollar Revolving Lenders 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 all the Dollar Revolving Lenders have approved such expiry date; or
(D) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iviii) 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.
(v) An 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viiv) Each Notwithstanding anything in this Agreement to the contrary, (A) no L/C Issuer shall act on behalf be required to issue, amend, extend or renew any Letter of Credit issued by it if, after giving effect to such issuance, amendment, extension or renewal, the Lenders with respect to any aggregate face amount of all Letters of Credit issued by it and the documents associated therewith, and the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 included such L/C Issuer with respect to such acts or omissions would exceed the Dollar Equivalent of $35,000,000 and (B) in no event shall Barclays or any of its Affiliates, in their respective capacities as additionally provided herein with respect to each L/C IssuerIssuers, be required to issue commercial Letters of Credit under this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Jarden Corp)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Revolving Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Parent Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Parent Borrower or its subsidiaries Subsidiaries and any drawings thereunder; provided that, that (x) each L/C Issuer may issue any such Letter of Credit itself or through one of its designated Affiliates or branch offices and (y) after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vI) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Revolving Outstandings shall not exceed the Letter of Credit Commitment of such L/C IssuerAggregate Revolving Commitments, (wII) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, Lender shall not exceed such Lender’s Revolving Commitment then in effectCredit Commitment, (yIII) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, Sublimit and (zIV) the aggregate Outstanding Amount of the all L/C Obligations and Revolving Loans made by denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit; provided further that, subject to the foregoing, the Parent Borrower shall have the right to select the L/C Issuer for each Letter of Credit; provided, however, that all requests for Letters of Credit denominated in an Alternative Currency shall, in the first instance, be directed to Bank of America, and, if Bank of America declines to issue a Letter of Credit denominated in an Alternative Currency, the Parent Borrower may then deliver a request for such Letter of Credit denominated in an Alternative Currency to another L/C Issuer; provided further that there shall not be more than one Letter of Credit Issuer, plus the aggregate Outstanding Amount in addition to Bank of all America, with Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment outstanding in an Alternative Currency at such any time. Each request by the Parent Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Parent Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. 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 or that have been drawn upon and reimbursed. 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.
(ii) No L/C Issuer shall issue issue, amend or renew any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extensionextension or renewal, unless the applicable L/C Issuer approves Required Lenders have approved such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter first anniversary of Credit Expiration the Revolver Maturity Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 the Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $500,000;
(D) the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(E) such L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency;
(F) any Revolving Lender is at that time a Defaulting Lender, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower or such Revolving Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(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 L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(DG) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(EH) except as otherwise agreed after giving effect to any L/C Credit Extension with respect to such Letter of Credit, the L/C Obligations with respect to all Letters of Credit issued by the Revolving Administrative Agent and such L/C Issuer would exceed such L/C Issuer’s L/C Commitment; provided that, such Letter subject to the limitations set forth in clause (y) of the first proviso to the first sentence of Section 2.03(a)(i), any L/C Issuer in its sole discretion may issue Letters of Credit is to be denominated in a currency other than Dollars or an Alternative Currencyexcess of its L/C Commitment.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) Each 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 each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such the L/C Issuer Issuers with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C IssuerIssuers.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the applicable L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Lenders set forth in this Section 2.042.03, (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 to any Revolving Borrower, denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentRevolving Borrower, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the such Letters of Credit; and (B) the Lenders (other than the Non-Global Lenders) severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries Revolving Borrowers and any drawings thereunder; provided thatthat the Revolving Borrowers shall not request, after giving effect and the L/C Issuer shall not be obligated to make, any L/C Credit Extension with respect to any Letter of CreditCredit issued for the account of any Revolving Borrower, and no Lender shall be obligated to participate in any Letter of Credit issued for the account of any Revolving Borrower, if as of the date of such L/C Credit Extension, (vw) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations of any (excluding Subsidiary L/C Issuer shall not Obligations), plus the Assumed Swingline Loan Amount would exceed the Letter Aggregate Commitments; (x) the aggregate Outstanding Amount of Credit Commitment all Revolving Loans other than the portion of such Revolving Loans made by the Non-Global Lenders, plus the aggregate Outstanding Amount of all L/C IssuerObligations (excluding Subsidiary L/C Obligations), (w) plus the Total Utilization of Revolving Commitments shall not Assumed Swingline Loan Amount would exceed the Revolving excess of the Aggregate Commitments then in effect, over the portion of the Aggregate Commitments held by the Non-Global Lenders; (xy) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), shall not plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount would exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and Commitment; or (z) the aggregate Outstanding Amount of all the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other for the account of the Revolving Borrowers would exceed the Letter of Credit Sublimit. Subject to the last sentence of Section 2.03(c)(v) and the terms and conditions set forth herein the applicable L/C Issuers severally agree, in reliance upon the agreements of the other 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 for the account of the Subsidiary Swingline Borrower to whom it makes Swingline Loans denominated in the Subsidiary Currency applicable to such Subsidiary Swingline Borrower, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under such Letters of Credit; provided that the Subsidiary Swingline Borrowers shall not exceed such request, and the L/C Issuer’s Revolving Commitment at such time. Each request by the Borrower for the issuance or amendment of a Letter of Credit Issuer shall not be deemed obligated to be a representation by the Borrower that the make, any L/C Credit Extension so requested complies with respect to any Letter of Credit issued for the account of any Subsidiary Swingline Borrower, if as of the date of such L/C Credit Extension (without application of the Assumed Swingline Loan Amount), the Outstanding Amount (calculated in the applicable Subsidiary Currency) of all Subsidiary L/C Obligations of the applicable Subsidiary Swingline Borrower, plus the Outstanding Amount (calculated in the applicable Subsidiary Currency) of all Swingline Loans of such Subsidiary Swingline Borrower would exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit; and provided, further, that each Swingline Lender need only make Letters of Credit available in the Subsidiary Currency applicable to such Subsidiary Swingline Borrower as such Swingline Lender, Subsidiary Swingline Borrower and the Administrative Agent shall agree in accordance with this Agreement. In addition, the Lenders severally agree to participate in Letters of Credit issued for the account of the Subsidiary Swingline Borrowers and any drawings thereunder in accordance with the conditions provisions set forth in the proviso to the preceding sentenceSections 2.01, 2.02 and 2.03(c). 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 or that have been drawn upon and reimbursed.
(ii) No The L/C Issuer shall not issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approves Required Lenders have approved such expiry date; or;
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date;
(C) such Letter of Credit for the account of a Revolving Borrower is to be denominated in a currency other than Dollars or an Alternative Currency, unless all the Lenders have consented thereto; or
(D) such Letter of Credit for the account of a Subsidiary Swingline Borrower is to be denominated in a currency other than the applicable Subsidiary Currency for such Subsidiary Swingline Borrower.
(iii) No The L/C Issuer shall not be under 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx fxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate any Laws or one or more policies of such the L/C Issuer applicable to letters of credit generallyIssuer;
(C) any Lender is at that time a Defaulting Lender, unless except as otherwise agreed by the applicable L/C Issuer has entered into arrangements, including Administrative Agent and the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter is in an initial stated amount less than the Dollar Equivalent 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$250,000;
(D) the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;
(E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder;
(F) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Borrowers or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender; or
(EG) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit or the Borrower on whose behalf it is to be denominated issued is not in a currency other than Dollars or an Alternative Currencycompliance with Section 5.19.
(iv) No The L/C Issuer shall not amend any Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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
Samples: Credit Agreement (Mettler Toledo International Inc/)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower or any of its subsidiaries Restricted Subsidiaries (so long as provided that the Borrower is a co-applicant and jointly and severally liable thereunder), which hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit shall not exceed issued for the account of its Restricted Subsidiary on a joint and several basis with such L/C Issuer’s Letter of Credit Commitment, Restricted Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit issued by such L/C Issuer and (B) the Revolving Credit Lenders under any Revolving Facility severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunderRestricted Subsidiary; provided thatthat no L/C Issuer shall issue any Letter of Credit if, as of the date of such issuance (and after giving effect to any L/C Credit Extension thereto) (u) with respect to any Letter Revolving Facility, the sum of Creditthe Dollar Amount of the Total Revolving Credit Outstandings under such Revolving Facility would exceed the Revolving Credit Commitments in respect of such Revolving Facility, (v) with respect to any Revolving Facility, the aggregate Dollar Amount of the Outstanding Amount of the Revolving Credit Loans of any Lender under such Revolving Facility, plus the Dollar Amount of such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations under such Revolving Facility, plus the Dollar Amount of any L/C Issuer shall not such Lender’s Pro Rata Share of the Outstanding Amount of all Swingline Loans would exceed the Letter of such Lender’s Revolving Credit Commitment of under such L/C IssuerRevolving Facility, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Dollar Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not would exceed the Letter of Credit Sublimit, (x) the Letter of Credit is denominated in an Alternative Currency other than Euros or Pounds Sterling which has not been agreed to by the Administrative Agent, such L/C Issuer, all of the Revolving Credit Lenders and the Borrower, (y) the Dollar Amount of the Outstanding Amount of such L/C Issuer’s L/C Obligations would exceed such L/C Issuer’s L/C Commitment or (z) the aggregate Outstanding Amount of the all Revolving Credit Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of and L/C Obligations issued by other L/C Issuers shall not denominated in Alternative Currencies would exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to the preceding sentenceAlternative Currency 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iiii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which which, in each case, such L/C Issuer in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than an Existing Letter of Credit) would occur more than 12 months after the 83894470_5 date of issuance or last renewal, unless the Required Revolving Lenders and the 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) all the Revolving Credit Lenders and the L/C Issuer have approved such expiry date and (ii) such requested Letter of Credit has been Cash Collateralized by the applicant requesting such Letter of Credit in accordance with Section 2.16 at least five Business Days prior to the Letter of Credit Expiration Date;
(D) the issuance of the such Letter of Credit would violate one or more generally applicable policies of such L/C Issuer applicable to letters in place at the time of credit generallysuch request;
(CE) such Letter of Credit is in an initial stated amount of less than a Dollar Amount equal to $50,000 or such lesser amount as is acceptable to the applicable L/C Issuer in its sole discretion;
(F) the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or
(G) any Revolving Credit Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangementsarrangements reasonably satisfactory to it and the Borrower to eliminate the L/C Issuer’s risk with respect to the participation in Letters of Credit by all such Defaulting Lenders, including including, first by reallocation of the Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations pursuant to Section 2.17(a)(iv) and thereafter by the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), satisfactory to such L/C Issuer (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 2.22(a)(iv2.17(a)(iv)) with respect to the a 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;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(ivii) 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.
(v) An 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 the such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viiii) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders under the applicable Revolving Facility with respect to any Letters of Credit issued by it and the documents associated therewith, and the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such each L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each L/C Issuer.
(iv) Schedule 2.03 contains a description of certain letters of credit that were previously issued by an L/C Issuer for the account of the Borrower or a wholly owned Restricted Subsidiary thereof pursuant to the Existing Senior Facilities Agreement and which remain outstanding on the Closing Date and which will be deemed issued under this Agreement (and setting forth, with respect to each such letter of credit, (i) the name of the L/C Issuer, (ii) the letter of credit number, (iii) the name(s) of the account party or account parties, (iv) the stated amount, (v) the currency in which 83894470_5 the letter of credit is denominated, (vi) the name of the beneficiary, (vii) the expiry date and (viii) whether such letter of credit constitutes a standby letter of credit or a commercial letter of credit. Each such letter of credit, including any extension or renewal thereof in accordance with the terms thereof and hereof (each, as amended from time to time in accordance with the terms thereof and hereof, an “Existing Letter of Credit”), shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued on the Closing Date.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, severally but not jointly, in reliance upon the agreements of the Borrower and the Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such any Permitted L/C Issuer’s Letter of Credit CommitmentParty, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 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 under the Revolving Credit Facility for the account of the Borrower or its subsidiaries any Permitted L/C Party and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of CreditExtension, (v) the Outstanding Amount aggregate amount available to be drawn under all Letters of all Credit issued by the applicable L/C Obligations Issuer issuing such Letter of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment (provided, that any L/C Issuer shall not exceed may, following a request from the Letter Company each in its sole discretion, issue Letters of Credit Commitment in an aggregate available amount in excess of such L/C Issuer’s Letter of Credit Commitment so long as the other conditions thereto are satisfied), it being understood that the Administrative Agent shall not be responsible to the applicable L/C Issuer or Lenders for determining whether this clause (v) is satisfied, (w) the Total Utilization of Revolving Commitments Credit Outstandings shall not exceed the Revolving Commitments then in effectCredit Facility, (x) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, Revolving Credit Lender shall not exceed such Lender’s Revolving Commitment then in effectCredit Commitment, (y) the Outstanding Amount of the L/C Obligations for Financial Letters of Credit shall not exceed the Financial Letter of Credit Sublimit, Sublimit and (z) the aggregate Outstanding Amount of the all Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of and L/C Obligations issued by other L/C Issuers denominated in Hong Kong Dollars or New Zealand Dollars shall not exceed such L/C Issuer’s Revolving Commitment at such timethe Alternative Currency Sublimit. Each request by the Borrower a Permitted L/C Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. 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 or that have been drawn upon and reimbursed. All 2021 Refinancing Amendment Existing Letters of Credit shall be deemed to have been issued pursuant to the Revolving Credit Facility hereunder, and from and after the 2021 Refinancing Amendment Effective Date, as applicable, shall be subject to and governed by the terms and conditions hereof.
(ii) No L/C Issuer shall issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii2.03(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 applicable L/C Issuer approves and the Required Revolving Lenders have approved such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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
Samples: Credit Agreement (Aecom)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon upon, among other things, the agreements of the Borrower and the Lenders set forth in this Section 2.042.3, (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 denominated in Dollars Dollars, Canadian Dollars, Euros, Pounds Sterling or an Alternative Currency Australian Dollars, subject, in each case, to the ability of such L/C Issuer to issue Letters of Credit in such currency, for the account of the Borrower or its subsidiaries (so long as subject to the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters approval of Credit shall not exceed such the applicable subsidiary by the applicable L/C Issuer’s Letter of Credit Commitment), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all with respect to Letters of Credit issued by such any L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers Issuer shall not exceed such L/C Issuer’s Revolving Individual L/C Sub-Commitment at such timeand (z) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit. 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 proviso to 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 or that have been drawn upon and reimbursed. It is hereby acknowledged that each of the letters of credit described on Schedule 2.3(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii2.3(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 applicable Requisite Lenders and such L/C Issuer approves have approved such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generallycredit;
(C) such Letter of Credit is a commercial Letter of Credit (unless the applicable L/C Issuer consents to the issuance of a commercial Letter of Credit);
(D) except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000;
(E) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)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 2.22(a)(iv2.18(a)) 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;; or
(DF) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 9 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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.in
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Concordia International Corp.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.04 and within the limits of its Issuing Commitment, (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 denominated in Dollars or an Dollars, any Alternative Currency (provided that CoBank shall not be required to issue Letters of Credit denominated in a currency other than Dollars) or such other currency as maybe agreed by such Issuing Bank in its sole discretion and the Agent that is a lawful currency readily available and freely transferable and convertible into Dollars (which additional currency, solely for purposes of the applicable Letter of Credit, the drawings thereunder and the reimbursement thereof, shall be deemed to be an “Alternative Currency”) for the account of the Borrower or Holdings and its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or Holdings and its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v1) the Total Revolving Credit Outstandings shall not exceed the Loan Cap, (2) the aggregate Outstanding Amount of the Revolving Credit Advances of any Lender, plus such Lender’s Commitment Percentage of the Outstanding Amount of all Swing Line Advances, plus such Lender’s Commitment Percentage of the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effectCredit Commitment, and (y3) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Borrowers 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 or that have been drawn upon and reimbursed. 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. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch.
(ii) No L/C Issuer Issuing Bank shall issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extensionissuance, or, in the case of any Letter of Credit denominated in Indian rupees, nineteen months after the date of issuance, unless the applicable L/C Issuer approves Majority Lenders have approved such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer Issuing Bank shall be under 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 Issuing Bank from issuing the Letter of Credit, or any law Law applicable to such L/C Issuer Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or request that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such L/C Issuer Issuing Bank in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer Issuing Bank applicable to letters of credit generally;
(C) except as otherwise agreed by the Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $20,000;
(D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(E) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such L/C Issuer Issuing Bank (in its sole discretion) with the applicable Borrower or such Lender to eliminate such L/C IssuerIssuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv2.14(a)(iv)) with respect to the Defaulting Lender arising from either the such 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;Credit; or
(DF) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) No L/C Issuer The applicable Issuing Bank shall not amend any Letter of Credit if such L/C Issuer Issuing Bank would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) An L/C Issuer The applicable Issuing Bank 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 the Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) Each L/C Issuer The applicable Issuing Bank 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 Issuers such Issuing Bank shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any L/C Issuer 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such L/C Issuer Issuing Bank with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each L/C Issuersuch Issuing Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Rayonier Advanced Materials Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Borrower REIT or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor compliant drawings under the Letters of Credit; and (B) the Dollar Tranche Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower REIT or its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vxv ) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Revolving Credit Outstandings shall not exceed the Letter least of Credit Commitment of the (1) the Borrowing Base Amount at such L/C Issuertime, (w2) the Total Utilization of Revolving Mortgageability Amount at such time and (3) the Aggregate Commitments shall not exceed the Revolving Commitments then in effectat such time, (xyw) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment then in effectCommitment, (x) the aggregate Outstanding Amount of the Dollar Tranche Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Dollar Tranche Commitment, (y) the aggregate Outstanding Amount of the Dollar Tranche Loans, plus the Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Swing Line Loans shall not exceed the Aggregate Dollar Tranche Commitments and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to 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 or that have been drawn upon and reimbursed.
(ii) No The L/C Issuer shall not issue any Letter of CreditCredit if, if:
(A) subject to Section 2.04(b)(iii2.03(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders Administrative Agent and the applicable L/C Issuer have approved such expiry date; provided that in no event will any Letter of Credit have an expiry date that is later than the first anniversary of the Maturity Date.
(iii) No The L/C Issuer shall not be under 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 the that Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the that Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the that Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the that Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such the L/C Issuer, such that Letter of Credit is in an initial stated amount less than $500,000;
(D) that Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.; or
(E) the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or
(iv) No The L/C Issuer shall not amend any Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the that Letter of Credit in its amended form under the terms hereof.
(v) 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 the that Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the that Letter of Credit does not accept the proposed amendment to the that Letter of Credit.
(vi) Each 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 Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such the L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Corporate Property Associates 16 Global Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower other Revolving Credit Lenders and the Lenders BorrowerBorrowers and the Guarantors set forth in this Section 2.042.03 and elsewhere in the Loan Documents and subject to the conditions precedent set forth in Section 4.02, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateDate applicable to such L/C Issuer, to issue Letters of Credit denominated in Dollars or an Alternative Currency at the request of and for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentRestricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts or other demands for payment presented under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunderRestricted Subsidiaries; provided that, after giving effect 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, (v) the Total Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments of all Revolving Credit Lenders, (w) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not would exceed the Letter of such Lender’s Revolving Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effectCommitment, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not would exceed the Letter of Credit Sublimit, and (zy) the aggregate Outstanding Amount face amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus Issuer would exceed the Applicable L/C Sublimit of such L/C Issuer’s Applicable Percentage of , or (z) the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall conditions precedent set forth in Section 4.02 are not exceed satisfied with respect to such L/C Issuer’s Revolving Commitment at such time. 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 as of the conditions set forth in the proviso to the preceding sentencedate of such L/C Credit Extension. Within the foregoing limits, and subject to the terms and conditions hereof, the thea Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the thesuch Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
(ii) No . The applicable Borrower may, in its discretion, select which L/C Issuer is to issue any particular Letter of Credit, subject to the Applicable L/C Sublimit of each L/C Issuer. Upon the Maturity Date of any Class of Revolving Credit Commitments, the Applicable L/C Sublimit of each L/C Issuer shall issue be reduced on a pro rata basis with that of each other L/C Issuer to the extent the Applicable L/C Sublimits collectively exceed the amount of the remaining Revolving Credit Commitments after any such Maturity Date. Notwithstanding anything to the contrary herein, in no event may the Applicable L/C Sublimit of any L/C Issuer be increased under this Agreement without the consent of such L/C Issuer. If the Maturity Date in respect of any Class of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, if:
then (Ai) subject if one or more other Classes of Revolving Credit Commitments in respect of which the Maturity Date shall not have so occurred are then in effect, the Revolving Credit Lenders holding Revolving Credit Commitments under such non-maturing Classes shall be required to Section 2.04(b)(iiipurchase ratable participations in such Letter of Credit to cover the participations of the Revolving Credit Lenders under such maturing Class up to an aggregate amount not to exceed the aggregate amount of the unutilized Revolving Credit Commitments under such non-maturing Classes at such time and (ii) to the extent not fully reallocated pursuant to the immediately preceding clause (i), the expiry date applicable Borrower shall Cash Collateralize any such Letter of the requested Credit. If thea Borrower is required to Cash Collateralize any Letter of Credit would occur more than twelve months after as provided in the date of issuance or last extensionimmediately preceding sentence and fails to do so, unless the applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after will be deemed to be drawn and the provisions of Section 2.03(c), including the provisions relating to a request for a Revolving Credit Borrowing and the funding of Lenders’ participations, will be applicable as if such Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry datewere drawn.
(iiiii) No L/C Issuer shall be under any obligation to issue make any Letter of L/C Credit Extension 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 the Letter of Creditmaking such L/C Credit Extension, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit or financial accommodations generally or such L/C Credit Extension in particular;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than a Letter of Credit which may have a longer expiry date as agreed by the applicable L/C Issuer and, if such longer expiry date is after the Letter of Credit in particular Expiration Date for the applicable L/C Issuer, the Administrative Agent and the Revolving Credit Lenders) would occur more than twelve (12) months after the date of issuance or shall impose upon last extension, unless the Required Revolving Lenders, the Administrative Agent and such L/C Issuer with respect to have approved such expiry date;
(C) the expiry date of any requested Letter of Credit would occur after the Letter of Credit any restrictionExpiration Date for the applicable L/C Issuer, reserve or capital requirement (for which unless all of the Revolving Credit Lenders, the Administrative Agent and such L/C Issuer is not otherwise compensated hereunderhave approved such expiry date;
(D) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit Extension would violate one or more policies of such L/C Issuer applicable now or hereafter in effect or thea Borrower shall not have complied with Section 10.21(b) with respect to letters of credit generallysuch L/C Credit Extension;
(CE) such Letter of Credit is in an initial stated amount less than $5,000, in the case of a commercial or documentary Letter of Credit or a Letter of Credit in the form of a guarantee, warranty, bond or a similar instrument, or $100,000, in the case of a standby Letter of Credit, or such Letter of Credit is to be denominated in an Alternate Currency;
(F) the conditions precedent set forth in Section 4.02 are not satisfied with respect to such L/C Credit Extension as of the date of such L/C Credit Extension;
(G) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such the applicable L/C Issuer (in its sole discretion) with the applicable Borrower or such Lender to eliminate such the applicable L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(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 applicable L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(EH) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is not a standby Letter of Credit, unless consented to be denominated in a currency other than Dollars or an Alternative Currencyby the applicable L/C Issuer.
(iviii) 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.
(v) An 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 the such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viiv) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such each L/C Issuer with respect to such acts or omissions and (B) as additionally provided herein with respect to each L/C Issuer.
(v) It is agreed that, in the case of the issuance of any commercial or documentary Letter of Credit, such commercial or documentary Letter of Credit shall in no event provide for time drafts or bankers’ acceptances.
(vi) Notwithstanding anything to the contrary herein, it is agreed that the conditions precedent to the issuance of those Letters of Credit listed on Schedule 2.03(a)(vi) which shall be issued on the Closing Date (the “Existing Letters of Credit”) shall be limited to the conditions precedent set forth in Section 4.01. For the avoidance of doubt, the issuance (or “grandfathering” into this Agreement) of Existing Letters of Credit shall not be subject to the procedures set forth in Section 2.03(b).
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency Euros for the account of the Borrower Borrowers (or its subsidiaries (any Restricted Subsidiary so long as the a Borrower is a joint and several co-applicant applicant, and jointly and severally liable thereunder), which Letters of Credit references to a “Borrower” in this Section 2.03 shall not exceed be deemed to include reference to such L/C Issuer’s Letter of Credit Commitment, Restricted Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 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 for the account of the Borrower or its subsidiaries and any drawings thereunderrelevant Borrower; provided that, after giving effect that 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, (vx) the aggregate Dollar Amount of Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Dollar Amount of Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender’s Pro Rata Share of any the Outstanding Amount of all Swing Line Loans, would exceed such Lender’s Revolving Credit Commitment, (y) the Dollar Amount of Outstanding Amount of the L/C Issuer shall not Obligations would exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and Sublimit or (z) the aggregate Outstanding Dollar Amount of the Euro Revolving Credit Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of and L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. Each request by the Borrower for the issuance or amendment in respect of a Letter Euro Letters of Credit shall be deemed to be a representation by would exceed the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceEuro Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the relevant Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No The L/C Issuer shall be under any 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such which, in each case, the L/C Issuer in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit, prior to giving effect to any automatic renewal, would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders 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 all the Revolving Credit Lenders have approved such expiry date; or
(D) the issuance of the such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iviii) 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.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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
Samples: Credit Agreement (Sensata Technologies Holland, B.V.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Revolving Credit Lenders set forth in this Section 2.042.03, (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 (or at such L/C Issuer’s sole option, arrange the issuance of) Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries any Restricted Subsidiary (so long as provided that the Borrower is a co-applicant and jointly and severally liable thereunder), which hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit shall not exceed issued (including by arrangement) for the account of the Borrower or any Restricted Subsidiary on a joint and several basis with such L/C Issuer’s Letter of Credit Commitment, Restricted Subsidiary) and to amend or extend renew Letters of Credit previously issued (or arranged) by it, in accordance with subsection (b) belowSection 2.03(c), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Revolving Credit Lenders under each Revolving Tranche severally agree to participate in Letters of Credit issued (or arranged) under such Revolving Tranche for the account of the Borrower or its subsidiaries and any drawings thereunderRestricted Subsidiary; provided that, after giving effect 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 (vw) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (x) the Total Revolving Credit Outstandings in respect of any Revolving Tranche would exceed such Revolving Tranche, (y) the aggregate Outstanding Amount of the Revolving Credit Loans under any Revolving Tranche of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter related to Letters of Credit Commitment of issued (or arranged) under such L/C IssuerRevolving Tranche, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not would exceed such Lender’s Revolving Credit Commitment then in effect, under such Revolving Tranche or (yz) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to 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 or that have been drawn upon and reimbursed. Each letter of credit issued or arranged by an L/C Issuer on account of this Agreement shall conclusively constitute a Letter of Credit issued or arranged in accordance with the terms and conditions of this Agreement.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under any obligation to issue (or if elected by such L/C Issuer, arrange) any Letter of Credit (and, in the case of clause (B) and (C), no L/C Issuer shall issue (or if so elected, arranged) 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 the (or arranging) such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance (or arrangement) of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which which, in each case, such L/C Issuer in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(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 the Majority Lenders under the applicable Revolving Tranche and the 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) all the Revolving Credit Lenders under the applicable Revolving Tranche 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 accordance with Section 2.16 at least three Business Days prior to the Letter of Credit Expiration Date;
(D) the issuance (or arrangement) of the such Letter of Credit would violate one or more generally applicable policies of such L/C Issuer applicable to letters in place at the time of credit generallysuch request;
(CE) 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;
(F) 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 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 (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), satisfactory to such L/C Issuer (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 2.22(a)(iv2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued (or arranged) 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;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and Exposure under such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyTranche.
(iviii) 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.
(v) An 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 the (or arrange) such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viiv) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued (or arranged) by it and the documents associated therewith, and the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such L/C Issuer in connection with Letters of Credit issued (or arranged) by it or proposed to be issued (or arranged) by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such each L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (KLDiscovery Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (1) from time to time on any Business Day during the period from the Closing Date until the applicable 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 denominated in Dollars or an the Alternative Currency for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentBorrowers, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries Borrowers and any drawings thereunder; provided that, that after giving effect to (I) any L/C Credit Extension with respect to any WC Letter of Credit, (v) the Total WC Outstandings shall not exceed the Aggregate WC Commitments, (w) the WC Credit Exposure of any Lender (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 WC Commitment, (x) the sum of the Total WC Outstandings plus the Total WC Interim Outstandings, other than the maximum drawing amount of any issued and outstanding Product Under Contract LC, shall not exceed the Borrowing Base at such time, (y) the Outstanding Amount of the sum of the WC Interim L/C Obligations and the WC L/C Obligations for Product Under Contract LCs shall not exceed $85,000,000, and (z) the Outstanding Amount of all WC L/C Obligations with respect to WC Letters of Credit (after giving effect to the WC Letter of Credit being requested) issued by any L/C Issuer does not exceed the WC Letter of Credit Issuer Sublimit for such L/C Issuer, (II) any L/C Credit Extension with respect to any WC Interim Letter of Credit, (v) the Total WC Interim Outstandings shall not exceed the Aggregate WC Interim Commitments, (w) the WC Interim Credit Exposure of any Lender shall not exceed such Lender’s WC Interim Commitment, (x) the sum of the Total WC Outstandings plus the Total WC Interim Outstandings, other than the maximum drawing amount of any issued and outstanding Product Under Contract LC, shall not exceed the Borrowing Base at such time, (y) the Outstanding Amount of the sum of the WC Interim L/C Obligations and the WC L/C Obligations for Product Under Contract LCs shall not exceed $85,000,000, and (z) the Outstanding Amount of all WC Interim L/C Obligations with respect to WC Interim Letters of Credit (after giving effect to the WC Interim Letter of Credit being requested) issued by any L/C Issuer does not exceed the WC Interim Letter of Credit Issuer Sublimit for such L/C Issuer, and (III) any L/C Credit Extension with respect to any Revolver Letter of Credit, (w) the Total Revolver Outstandings shall not exceed the Aggregate Revolver Commitments, (x) 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 Xxxxxx’s Revolver Commitment, (y) the Outstanding Amount of the L/C Obligations with respect to Revolver Letters of Credit shall not exceed the Revolver Letter of Credit Sublimit, and (z) the Outstanding Amount of all L/C Obligations with respect to Revolver Letters of Credit (after giving effect to the Revolver Letter of Credit being requested) issued by any L/C Issuer shall does not exceed the Revolver Letter of Credit Commitment of Issuer Sublimit for such L/C Issuer. In addition, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount face amount of all standby Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage to secure bonding and performance obligations of the Outstanding Amount of L/C Obligations issued by other L/C Issuers Borrowers shall not exceed such L/C Issuer’s Revolving Commitment at such timeany time outstanding $100,000,000. Each request by the Borrower Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the 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 or that have been drawn upon and reimbursed. 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.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) the request for such issuance, extension or renewal of any WC Letter of Credit, WC Interim Letter of Credit or Revolver Letter of Credit is later than nine (9) Business Days prior to the Maturity Date;
(B) any Borrower requests a WC Letter of Credit or a WC Interim 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 2.04(b)(iii2.03(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 applicable L/C Issuer approves Required Lenders have approved such expiry date; or
(BG) the expiry date of the requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless all the Lenders and have approved such expiry date or unless the applicable Borrowers have provided to the L/C Issuer have approved cash collateral for the maximum drawing amount of such expiry dateLetter of Credit prior to the Maturity Date.
(iii) No L/C Issuer shall be under 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 applicable L/C Issuer from issuing the Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such the applicable L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000;
(D) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or the Alternative Currency;
(E) such L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency;
(F) any Lender is at that time a Defaulting Lender, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)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 2.22(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 L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(EG) except as otherwise agreed by the Revolving Administrative Agent and issuance of such Letter of Credit would cause such L/C Issuer, such Issuer to exceed its Revolver Letter of Credit is to be denominated in a currency other than Dollars Issuer Sublimit, WC Interim Letter of Credit Issuer Sublimit or an Alternative CurrencyWC Letter of Credit Issuer Sublimit, as the case may be.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the such L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each such L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Revolving Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vx) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Outstanding Amount of the Committed Revolving Loans of any Revolving Lender (less, with respect only to the Alternative Currency Fronting Lender, the aggregate Alternative Currency Risk Participations in all Revolving Loans denominated in Alternative Currencies), plus, with respect only to the Alternative Currency Participating Lenders, such Lender’s Alternative Currency Risk Participations in Revolving Loans denominated in Alternative Currencies advanced by the Alternative Currency Fronting Lender for such Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Revolving Lender’s Revolving Commitment then in effect, and (yz) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided, further, that unless the applicable L/C Issuer shall otherwise consent, no L/C Issuer shall be obligated to issue Letters of Credit hereunder in an aggregate face amount at any time outstanding in excess of an amount equal to the lesser of (i) one-third of the Letter of Credit Sublimit at such time and (zii) the aggregate Outstanding Amount Revolving Commitment of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by Lender acting as such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment Issuer at such time. 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 proviso to 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 or that have been drawn upon and reimbursed. The Existing Letters of Credit shall be deemed to have been issued hereunder by the issuer thereof, to the extent such issuer is a Revolving Lender, and such issuer shall have the obligation to amend, renew, extend or otherwise modify any such Existing Letter of Credit, subject to terms, conditions and limitations hereunder. From and after the Closing Date, the Existing Letters of Credit shall be subject to and governed by the terms and conditions hereof.
(ii) No The L/C Issuer shall not issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extensionissuance, unless the applicable L/C Issuer approves Required Revolving Lenders have approved such expiry date; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders and the applicable L/C Issuer have approved such expiry date; provided, that a Letter of Credit may expire up to one year beyond the Letter of Credit Expiration Date so long as the Borrower Cash Collateralizes 105% of the face amount of such Letter of Credit no later than the Letter of Credit Expiration Date.
(iii) No The L/C Issuer shall not be under 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to itit (for which the L/C Issuer is not otherwise compensated hereunder);
(B) the issuance of the such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless except as otherwise agreed by the applicable L/C Issuer has entered into arrangements, including Administrative Agent and the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other 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 stated amount less than $500,000;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such the L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(E) the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;
(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(G) any Revolving Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which the L/C Issuer has Fronting Exposure, as it may elect in its sole discretion.
(iv) No The L/C Issuer shall not amend any Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) Each 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 Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such the L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Hcp, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies applicable to such L/C Issuer for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such any Permitted L/C Issuer’s Letter of Credit CommitmentParty, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries any Permitted L/C Party and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Total Outstandings shall not exceed the Revolving Credit Facility, (w) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (x) the Outstanding Amount of the L/C Obligations in Alternative Currencies shall not exceed the Alternative Currency Sublimit, (y) the aggregate Outstanding Amount of all Financial Letters of Credit and commercial letters of credit at any time shall not exceed (i) other than during the Relief Period, $150,000,000 and (ii) during the Relief Period, $30,000,000 and (z) the Outstanding Amount of L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment L/C Issuer Sublimit of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. Each request by the Borrower or a Permitted L/C Party 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 proviso to 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 periodperiod listed in subclause (A)(1) of this Section, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. For the avoidance of doubt, all Letters of Credit outstanding under the Existing Credit Agreement as of the Closing Date for the account of a Permitted L/C Party shall in each case be deemed to have been Letters of Credit issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii), Credit if 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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the date that is seven Business Days prior to the Maturity Date (each such issued Letter of Credit Expiration DateCredit, an “Extended Letter of Credit”) unless all the Lenders and the applicable L/C Issuer have has approved such later expiry date, it being acknowledged and agreed that each such Extended Letter of Credit shall be Cash Collateralized in accordance with Section 6.26.
(iii) No L/C Issuer shall be under 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 the Letter of Credit, or any law Requirement of 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by such L/C Issuer, the Letter of Credit is in an initial stated 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;
(D) except as otherwise agreed by such L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency applicable to such L/C Issuer;
(E) such L/C Issuer does not, as of the issuance date of such requested Letter of Credit, issue Letters of Credit in the requested currency; or
(F) any Lender is at that time a Defaulting Lender, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)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 2.22(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 L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such the L/C Issuer Issuers with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C IssuerIssuers or any of them.
Appears in 1 contract
Samples: Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Dollars, or, with respect to the Alternative Currency L/C Issuers, in one or more Alternative Currencies, for the account of the any Borrower or any of its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or its subsidiaries any Subsidiary and any drawings thereunder; provided that, after giving effect that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all L/C Obligations of and no Lender shall be obligated to participate in any L/C Issuer shall not exceed the Letter of Credit Commitment if as of the date of such L/C IssuerCredit Extension, (wxv) the Total Utilization of Revolving Commitments shall not Outstandings would exceed the Aggregate Revolving Commitments then in effectCommitments, (xyw) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Commitment then in effectCommitment, (x) the Outstanding Amount of the L/C Obligations for Financial Letters of Credit would exceed the Financial Letter of Credit Sublimit, (y) the Outstanding Amount aggregate amount of the outstanding Letters of Credit issued by any L/C Obligations shall not Issuer would exceed the Letter of Credit Sublimitits L/C Commitment, and or (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, Obligations denominated in an Alternative Currency plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, Swing Line Loans denominated in an Alternative Currency plus such L/C Issuer’s Applicable Percentage of the aggregate Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not Revolving Loans denominated in an Alternative Currency would exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to the preceding sentenceAlternative Currency Sublimit. 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 any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer 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 twelve months after the date of issuance or last renewal, unless the Required Revolving Lenders 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 all the Lenders have approved such expiry date; provided that the applicable L/C Issuer may issue Letters of Credit with an expiry date no later than twelve months after the Letter of Credit Expiration Date so long as the Company Cash Collateralizes such Letter of Credit in an amount equal to 105% of the face amount of such Letter of Credit prior to the Letter of Credit Expiration Date in accordance with the terms of this Agreement. The Company hereby agrees that on or before the Letter of Credit Expiration Date it shall Cash Collateralize any Letter of Credit existing on the Letter of Credit Expiration Date in an amount equal to 105% of the face amount of such Letter of Credit. For the avoidance of doubt, the parties hereto agree that the obligations of the Lenders hereunder to reimburse the applicable L/C Issuer for any Unreimbursed Amount with respect to any Letter of Credit shall terminate on the Maturity Date with respect to drawings occurring after that date;
(D) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit borrowers generally;
(CE) such Letter of Credit is in an initial amount less than $100,000 (or such lesser amount as may be agreed to by such L/C Issuer, in its sole discretion);
(F) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), satisfactory to such L/C Issuer (in its sole discretion) arrangements with the Borrower Company or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv2.14(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 discretionbeing understood and agreed that such L/C Issuer would consider the Company’s providing Cash Collateral to the Administrative Agent, for the benefit of such L/C Issuer, to secure such Lender’s Pro Rata Share of such Letter of Credit a satisfactory arrangement;
(DG) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(Ei) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyCurrency or (ii) if such L/C Issuer is not an Alternative Currency L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars;
(H) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or
(I) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or.
(ivJ) with respect to Citibank (in its capacity as an L/C Issuer), if after the issuance of such Letter of Credit, the aggregate amount of the outstanding Letters of Credit issued by Citibank would exceed $175,000,000 (or such greater amount as agreed upon by Citibank and the Company, and acknowledged by the Administrative Agent).
(iii) 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.
(v) An 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viiv) No L/C Issuer shall be under any obligation to issue or amend any Letter of Credit if such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of such Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfied. Each L/C Issuer shall promptly provide the Company a copy of any such notice it receives from the Administrative Agent or any Lender.
(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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article X with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article X included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C IssuerIssuers.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer the Issuing Bank agrees, in reliance upon the agreements of the Borrower and the other Lenders set forth in this Section 2.042.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Availability Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (so long as and in the name of the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters or any of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitmentits Restricted Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (bSection 2.3(b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunderBorrower; provided that, after giving effect that the Issuing Bank 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, (vw) with respect to any renewal, extension or amendment to any previously issued Letter of Credit, the Restricted Subsidiary in whose name such Letter of Credit was originally issued (or was most recently renewed, extended or amended, if applicable) has become, or been redesignated as, an Unrestricted Subsidiary, (x) the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not and all Loans would exceed the Letter lesser of Credit Commitment of such L/C Issuer, (wA) the Total Utilization of Revolving Aggregate Commitments shall not exceed on such date and (B) the Revolving Commitments Borrowing Base then in effect, (xy) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Share of the Outstanding Amount of all L/C Obligations, shall not Obligations would exceed the lesser of (A) such Lender’s Revolving Commitment Amount or (B) such Lender’s Percentage Share of the Borrowing Base then in effect, or (yz) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer The Issuing Bank shall be under no obligation to issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extensionrenewal, unless the applicable L/C Issuer approves Majority Lenders acting in their sole discretion have approved in writing such expiry date; or;
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Availability Expiration Date, unless all the Lenders and the applicable L/C Issuer acting in their sole discretion have approved in writing such expiry date.;
(iiiC) No L/C Issuer shall be under any obligation to issue any the issuance of such Letter of Credit if:would violate one or more policies of the Issuing Bank;
(AD) 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 the Letter of CreditCredit is in a face amount less than $100,000, or denominated in a currency other than Dollars, unless all the Lenders acting in their sole discretion have approved in writing the issuance of Letters of Credit denominated in a currency other than Dollars; or
(E) such Letter of Credit is to be used directly or indirectly to assure payment of or otherwise support any law Person’s Indebtedness for borrowed money;
(F) the issuance of such Letter of Credit is not in compliance with all applicable to such L/C Issuer or any request or directive governmental restrictions, policies, and guidelines (whether or not having the force of law) from or it subjects the Issuing Bank to any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, cost not anticipated by the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect Issuing Bank on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to itdate hereof;
(BG) the issuance form and terms of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is are not acceptable to be denominated the Administrative Agent and Issuing Bank in a currency their sole and absolute discretion; and
(H) any other than Dollars or an Alternative Currencycondition in this Agreement to the issuance of such Letter of Credit has not been satisfied.
(iviii) 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.
(v) An L/C Issuer The Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer the Issuing Bank would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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 set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Lenders set forth in this Section 2.042.03, (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 for the account of GFI or any of its Subsidiaries denominated in Dollars or an in one or more Alternative Currency Currencies or for the account of the Foreign Borrower or any of its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries in Dollars or in one or more Alternative Currencies, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers or its subsidiaries their Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vw) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Revolving Outstandings shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Aggregate Revolving Commitments shall not exceed the Revolving Commitments then in effectCommitments, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, Obligations shall not exceed such Lender’s Revolving Commitment then in effectCommitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, Sublimit and (z) the aggregate Outstanding Amount of the all Revolving Loans made by each L/C Issuer, in Alternative Currencies plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of Foreign L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s the Alternative Currency Sublimit; and provided further that the availability of the Aggregate Revolving Commitment Commitments at such timeany time for the making of Loans and the issuance of Letters of Credit shall be reduced by the amount of the Alternative Currency Reserve. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the such Borrower’s 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 or that have been drawn upon and reimbursed. 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.
(ii) No L/C Issuer shall issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extensionrenewal, unless the applicable L/C Issuer approves Required Lenders have approved such expiry date; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.;
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit borrowers generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial amount less than $500,000, or is to be denominated in a currency other than Dollars or an Alternative Currency;
(D) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or
(E) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless such L/C Issuer has entered into satisfactory arrangements with GFI or such Lender to eliminate such L/C Issuer’s risk with respect to such Lender.
(iv) 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 such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) Each No L/C Issuer shall act on behalf of the Lenders with respect be under any obligation to issue or amend any Letters Letter of Credit issued by it and the documents associated therewith, and the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 included such L/C Issuer with respect has received written notice from any Lender, the Administrative Agent or any Loan Party, on or prior to the Business Day prior to the requested date of issuance or amendment of such acts Letter of Credit, that one or omissions and (B) as additionally provided herein with respect to each L/C Issuermore applicable conditions contained in Article V shall not then be satisfied.
Appears in 1 contract
Samples: Credit Agreement (GFI Group Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency Sterling for the account of the Borrower or its subsidiaries (so long as any other Subsidiary of the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentParent, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries other Subsidiaries of the Parent (for the avoidance of doubt, including any Letters of Credit with an expiry date later than 68457597_7 the Letter of Credit Expiration Date issued in accordance with Section 2.03(a)(ii)(B) below) and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of CreditCredit (based in respect of any Letter of Credit denominated in Sterling on the Equivalent in Dollars), (vw) the Outstanding Amount of all Advances, all L/C Obligations and all Swing Line Loans shall not exceed the Total Commitment, (x) the Outstanding Amount of the Advances of any Lender plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of L/C Obligations, all Swing Line Loans shall not exceed such Lender’s Revolving Commitment then in effectCommitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, Sublimit and (z) the aggregate Outstanding Amount of the Revolving all Swing Line Loans made by each (after giving effect to any repayment or prepayment thereof to occur immediately prior to or concurrently with such L/C Issuer, Credit Extension) plus the aggregate Outstanding Amount at such time of the Advances of the Lender acting as Swing Line Lender plus the aggregate Outstanding Amount of all Letters such Lender’s participations in L/C Obligations (including L/C Obligations in respect of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers Credit Extension) shall not exceed such L/C IssuerLender’s Revolving Commitment at such timeCommitment. 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 proviso to 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 or that have been drawn upon and reimbursed.
(ii) No The L/C Issuer shall not issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii2.03(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 provided that a requested Letter of Credit may have an expiry date that occurs more than twelve months after the applicable L/C Issuer approves date of issuance or last extension if all Lenders have approved such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (i) on or before the Letter of Credit Expiration Date, the Borrower has Cash Collateralized 100% of the undrawn amount of such Letter of Credit, such Cash Collateral to be in the same currency as the related Letter of Credit or (ii) all the Lenders and the applicable L/C Issuer have otherwise approved such expiry date.
(iii) No The L/C Issuer shall not be under 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 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular 68457597_7 or shall impose upon such the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such the L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally, so long as such policies are consistently applied by the L/C Issuer to its customers generally and to letters of credit issued by it, such policies are not unusual to similarly situated financial institutions and such policies are not contrary to the express contractual obligations of the L/C Issuer under this Agreement;
(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $1,000,000;
(D) the Letter of Credit is to be denominated in a currency other than Dollars or Sterling;
(E) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)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 2.22(a)(iv8.16(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, as it may elect in its sole discretion;; or
(DF) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) No The L/C Issuer shall not amend any Letter of Credit if such 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) 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 the Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) Each 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 Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article VII with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article 68457597_7 VII included such the L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Invesco Ltd.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each of the L/C Issuer Issuers agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of day that is seven days prior to the latest Maturity Date for the Revolving Credit Expiration DateFacility then in effect, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitmentany Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries any Subsidiary and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v1) the Total Outstandings shall not exceed the Revolving Credit Facility, (2) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any LenderObligations, plus such Lender’s 's Applicable Percentage of the Outstanding Amount of L/C Obligationsall Swing Line Loans, shall not exceed such Lender’s Revolving Commitment then in effectXxxxxx's Commitment, (y3) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z4) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Obligations related to Letters of Credit issued by Xxxxx Fargo shall not exceed $32,500,000, (5) the Outstanding Amount of the L/C Obligations related to Letters of Credit issued by The Bank of Nova Scotia shall not exceed $32,500,000, and (6) the Outstanding Amount of the L/C Obligations related to Letters of Credit issued by any other L/C Issuer shall not exceed an amount to be agreed between the Borrower and such L/C Issuer, plus ; provided that such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers amount shall not exceed such L/C Issuer’s Revolving Commitment at such timein no event be greater than $35,000,000. 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 proviso to the preceding sentence. 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 or that have been drawn upon and reimbursed. 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.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) , subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless (excluding automatic extensions in the applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would Credit, which extensions are subject to annual cancellation in accordance with the terms of an Auto-Extension Letter of Credit) occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under any obligation to issue issue, renew, extend, or increase 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which such an L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generallyIssuer;
(C) any Lender is at that time a Defaulting Lender, unless except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer Issuer, such Letter of Credit is in an initial stated amount less than $500,000;
(D) such Letter of Credit is to be denominated in a currency other than an Agreed Currency; or
(E) any Lender is at such time a Defaulting Lender hereunder, unless either (1) the Borrower has entered into arrangements, including delivered to the delivery of Administrative Agent Cash Collateral (in an amount at least equal to 103% of such each L/C Issuer’s actual Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any other Cash Collateral then held) with respect to the Defaulting Lender or potential Fronting Exposure), (2) such L/C Issuer has otherwise entered into arrangements 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 2.22(a)(iv2.16(a)(iv)) with respect to the Defaulting Lender Lender, in either case, 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;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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 such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the such L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each such L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.04 and within the limits of its Issuing Commitment, (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 denominated in Dollars or an Dollars, any Alternative Currency (provided that CoBank shall not be required to issue Letters of Credit denominated in a currency other than Dollars) or such other currency as maybe agreed by such Issuing Bank in its sole discretion and the Agent that is a lawful currency readily available and freely transferable and convertible into Dollars (which additional currency, solely for purposes of the applicable Letter of Credit, the drawings thereunder and the reimbursement thereof, shall be deemed to be an “Alternative Currency”) for the account of the Borrower or Holdings and its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or Holdings and its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v1) the Total Revolving Credit Outstandings shall not exceed the Loan Cap, (2) the aggregate Outstanding Amount of the Revolving Credit Advances of any Lender, plus such Xxxxxx’s Commitment Percentage of the Outstanding Amount of all Swing Line Advances, plus such Xxxxxx’s Commitment Percentage of the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such LenderXxxxxx’s Revolving Commitment then in effectCredit Commitment, and (y3) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability of the Borrowers 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 or that have been drawn upon and reimbursed. 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. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch.
(ii) No L/C Issuer Issuing Bank shall issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extensionissuance, or, in the case of any Letter of Credit denominated in Indian rupees, nineteen months after the date of issuance, unless the applicable L/C Issuer approves Majority Lenders have approved such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer Issuing Bank shall be under 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 Issuing Bank from issuing the Letter of Credit, or any law Law applicable to such L/C Issuer Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or request that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such L/C Issuer Issuing Bank in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer Issuing Bank applicable to letters of credit generally;
(C) except as otherwise agreed by the Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $20,000;
(D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(E) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such L/C Issuer Issuing Bank (in its sole discretion) with the applicable Borrower or such Lender to eliminate such L/C IssuerIssuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv2.14(a)(iv)) with respect to the Defaulting Lender arising from either the such 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;Credit; or
(DF) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) No L/C Issuer The applicable Issuing Bank shall not amend any Letter of Credit if such L/C Issuer Issuing Bank would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) An L/C Issuer The applicable Issuing Bank 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 the Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) Each L/C Issuer The applicable Issuing Bank 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 Issuers such Issuing Bank shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any L/C Issuer 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such L/C Issuer Issuing Bank with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each L/C Issuersuch Issuing Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Rayonier Advanced Materials Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower (or its subsidiaries (any Restricted Subsidiary so long as the Borrower is a joint and several co-applicant applicant, and jointly and severally liable thereunder), which Letters of Credit references to the “Borrower” in this Section 2.03 shall not exceed be deemed to include reference to such L/C Issuer’s Letter of Credit Commitment, Restricted Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 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 for the account of the Borrower or its subsidiaries and any drawings thereunderBorrower; provided that, after giving effect 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, (v) the Outstanding Amount of the L/C Obligations would exceed the aggregate Letter of Credit Sublimit, (w) with respect to any Lender, the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations 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, (x) with respect to any L/C Issuer shall not or Lender, the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Commitment of such L/C Issuer’s Letter of Credit Sublimit, (wy) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effectwith respect to any L/C Issuer, (x) the aggregate Outstanding Amount of the Swing Line Loans, Letters of Credit and Revolving Credit Loans of any Lender, plus outstanding issued by such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not Issuer would exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Issuer’s Revolving Credit Sublimit, and Commitment or (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C IssuerCredit Loans, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not and Swing Line Loans would exceed such L/C Issuer’s the aggregate Revolving Commitment at such time. 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 Commitments then in effect; provided, further, that the immediately after each L/C Credit Extension so requested complies (except to the extent the Borrower has Cash Collateralized all Letters of Credit to at least 103% of their maximum stated amount), the Borrower shall be in Pro Forma Compliance with the conditions covenant set forth in Section 7.10 for the proviso to the preceding sentenceperiod 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 or that have been drawn upon and reimbursed.
(ii) No The L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer Issuers shall be under any 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 the such Letter of Credit, or any law 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 L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which which, in each case, such L/C Issuer in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit, prior to giving effect to any automatic renewal, would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders and the applicable L/C Issuer 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 all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date and no Revolving Credit Lender shall be required to participate in any such Letter of Credit issued without such approval;
(D) the issuance of the such Letter of Credit would violate any Laws or one or more established policies of such the applicable L/C Issuer applicable to letters of credit generallyIssuer;
(CE) any Revolving Credit Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(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 reasonably satisfactory 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 Exposureto support, as it may elect in its sole discretioneach such Defaulting Lender’s Pro Rata Share of any Unreimbursed Amount;
(DF) except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, such Letter of Credit is in an initial stated amount of less than $10,000;
(G) such Letter of Credit is to be denominated in a currency other than Dollars; or
(H) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or.
(Eiii) except as otherwise agreed by the Revolving Administrative Agent and such The L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) An L/C Issuer Issuers 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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
Samples: Credit Agreement (Quintiles Transnational Holdings Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.04, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in US Dollars or an in one or more Alternative Currencies (but in the case of any Alternative Currency other than Euro or Sterling, only if such Alternative Currency shall have been approved by such L/C Issuer as provided in Section 1.05) for the account of the Borrower or its subsidiaries (or, so long as the Borrower is a joint and several co-applicant and jointly and severally liable thereunder)with respect thereto, which Letters any other Subsidiary of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentUltimate Parent, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.04(b), and (2) to honor complying drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vw) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Outstandings shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effectAggregate Commitments, (x) the aggregate Outstanding Amount of all Bid Loans, all Committed Loans and all L/C Obligations denominated in Alternative Currencies or Discretionary Alternative Currencies shall not exceed the Revolving Alternative Currency Sublimit, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans (excluding, in the case of the Swing Line Lender only, its Applicable Percentage of the Outstanding Amount of all Swing Line Loans outstanding at such time as to which the other Lenders shall not have funded their participations), plus, in the case of the Swing Line Lender only, the aggregate Outstanding Amount of all Swing Line Loans outstanding at such time as to which the other Lenders shall not have funded their participations, shall not exceed such Lender’s Revolving Commitment then in effectCommitment, and (yz) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. Each request by the Borrower for the issuance or amendment of a Letter of any L/C Credit shall Extension will 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 proviso to 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 will be fully revolving, and accordingly the Borrower mayaccordingly, during the foregoing period, obtain Letters of Credit may be obtained to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof.
(ii) No L/C Issuer shall will issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extensionextension thereof, unless the Required Lenders have approved such expiry date, such Letter of Credit is Cash Collateralized or a back-stop letter of credit issued by a bank or financial institution reasonably acceptable to the Administrative Agent and the applicable L/C Issuer approves such expiry dateis provided therefor; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall will be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generallyissued to customers of such L/C Issuer that are similarly situated to the Borrower;
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount the US Dollar Equivalent of which is less than $100,000, in the case of a commercial Letter of Credit, or $250,000, in the case of a standby Letter of Credit;
(D) such Letter of Credit is to be denominated in a currency other than US Dollars, Euro, Sterling or an Alternative Currency that has been approved by such L/C Issuer as provided in Section 1.05;
(E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; provided that such currency is not US Dollars; or
(F) any Lender is at that time a Defaulting Lender, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)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 2.22(a)(iv2.17(a)(iv)) with respect to the such 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 discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) An No L/C Issuer shall will 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) Each L/C Issuer shall will act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the each L/C Issuers shall Issuer will have all of the benefits and immunities (A) provided to the Revolving Administrative Agent Agents in Section 8.01 Article X with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article X included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each any L/C Issuer.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Warner Chilcott LTD)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer under the Revolving Tranche agrees, in reliance upon the agreements of the Borrower and the other Revolving Credit Lenders of such Tranche set forth in this Section 2.042.03, (1) from time to time on any Business Day during the period from the Closing Date until the applicable Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency under such Revolving Tranche for the account of the a Borrower or its subsidiaries any Restricted Subsidiary (so long as provided that the Borrower is a co-applicant and jointly and severally liable thereunder), which Borrowers hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit shall not exceed issued for the account of any Restricted Subsidiary on a joint and several basis with such L/C Issuer’s Letter of Credit Commitment, Restricted Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the such Letters of Credit; Credit and (B) the Revolving Credit Lenders under the Revolving Tranche severally agree to participate in such Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunderCredit; provided that, after giving effect that no L/C Issuer shall be obligated to make any L/C Credit Extension applicable to such Tranche with respect to any Letter of Credit, and no Lender under such Tranche shall be obligated to participate in any such Letter of Credit applicable to such Tranche, if as of the date of such L/C Credit Extension (vw) the Outstanding Amount of the L/C Obligations under such Tranche issued by such L/C Issuer would exceed the Letter of Credit Individual Sublimit applicable to such L/C Issuer under such Tranche, (x) the Total Revolving Credit Outstandings under such Tranche would exceed the aggregate Revolving Credit Commitment, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender outstanding under the Revolving 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 any the Outstanding Amount of all Swing Line Loans under such Tranche would exceed such Lender’s Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Issuer shall not Obligations under such Tranche would exceed the Letter of Credit Commitment of Sublimit applicable to such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to the preceding sentenceTranche. 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue under any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer Revolving Tranche shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which which, in each case, such L/C Issuer in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(ii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance or last renewal (or more than 180 days thereafter in the case of trade Letters of Credit), unless (1) the Required Revolving Lenders under such Tranche and the L/C Issuer, in their sole discretion, have approved such expiry date or (2) the Outstanding Amount of L/C Obligations, as applicable, in respect of such requested Letter of Credit has been Cash Collateralized or backstopped in a manner reasonably satisfactory to the L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (i) all the Revolving Credit Lenders under such Tranche 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 accordance with Section 2.16 at least three Business Days prior to the applicable Letter of Credit Expiration Date;
(D) the issuance of the such Letter of Credit would violate one or more generally applicable policies of such L/C Issuer applicable to letters in place at the time of credit generallysuch request;
(CE) such Letter of Credit requested under the Revolving Tranche is in an initial stated amount of less than an amount equal to $10,000 or such lesser amount as is acceptable to the applicable L/C Issuer in its sole discretion; or
(F) any Revolving Credit Lender under such Tranche is at that time a Defaulting Lender, unless 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 under such Tranche pursuant to Section 2.17(a)(iv) or the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), satisfactory to such L/C Issuer (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 2.22(a)(iv2.17(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;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and Exposure under such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyTranche.
(iviii) 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.
(v) An 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 the such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viiv) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such each L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each L/C Issuer; provided that the foregoing shall not excuse the L/C Issuer from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages claims in respect of which are waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are caused by the L/C Issuer’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and nonappealable judgment.
Appears in 1 contract
Samples: First Lien Credit Agreement (Pivotal Acquisition Corp)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, 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 for the account of the Borrower or its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vx) the Total Revolving Credit Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any LenderObligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of L/C Obligations, all Swing Line Loans shall not exceed such Lender’s Revolving Commitment then in effectCommitment, and (yz) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Subject to the other terms and conditions set forth herein, and (z) the aggregate Outstanding Amount Borrower may request, for its own account or the account of a Subsidiary, the issuance of such Letters of Credit in an Alternative Currency; provided, however, that, in addition to the other conditions to the issuance of Letters of Credit set forth in this Section 2.03(a)(i), after giving effect to such request, the Dollar Equivalent of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Foreign LC Exposure shall not exceed $2,000,000 at any one time. Such Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage in an Alternative Currency hereunder shall constitute utilization of the Outstanding Amount Aggregate Commitments in the amount of L/C Obligations issued by other L/C Issuers shall not exceed the Dollar Equivalent of such L/C Issuer’s Revolving Commitment at such timeLetter of Credit. 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 proviso provisos to the preceding sentencetwo sentences. 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 or that have been drawn upon and reimbursed. 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; provided that, on or before the date that is ninety (90) days after the Closing Date, the Borrower shall cause the Existing Letters of Credit to be cancelled and, if necessary, re-issued as Letters of Credit hereunder.
(ii) No The L/C Issuer shall not issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approves Required Revolving Lenders have approved such expiry date; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No The L/C Issuer shall not be under 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such general applicability of the L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such the L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000;
(D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder;
(F) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender (it being understood that the L/C Issuer would consider the Borrower providing Cash Collateral to the Administrative Agent, for the benefit of the L/C Issuer, to secure the Defaulting Lender’s pro rata share of the Letter of Credit a satisfactory arrangement); or
(G) the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency.
(iv) No If the Borrower requests any amendment to a Letter of Credit, the L/C Issuer shall not so amend any such Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) Each 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 Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent by the Lenders in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such the L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, severally but not jointly, in reliance upon the agreements of the Borrower and the Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such any Permitted L/C Issuer’s Letter of Credit CommitmentParty, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 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 under the Revolving Credit Facility for the account of the Borrower or its subsidiaries any Permitted L/C Party and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of CreditExtension, (v) the Outstanding Amount aggregate amount available to be drawn under all Letters of all Credit issued by the applicable L/C Obligations Issuer issuing such Letter of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment (provided, that any L/C Issuer shall not exceed may, following a request from the Letter Company each in its sole discretion, issue Letters of Credit Commitment in an aggregate available amount in excess of such L/C Issuer’s Letter of Credit Commitment so long as the other conditions thereto are satisfied), (w) the Total Utilization of Revolving Commitments Credit Outstandings shall not exceed the Revolving Commitments then in effectCredit Facility, (x) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, Revolving Credit Lender shall not exceed such Lender’s Revolving Commitment then in effectCredit Commitment, (y) the Outstanding Amount of the L/C Obligations for Financial Letters of Credit shall not exceed the Financial Letter of Credit Sublimit, Sublimit and (z) the aggregate Outstanding Amount of the all Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of and L/C Obligations issued by other L/C Issuers denominated in Hong Kong Dollars or New Zealand Dollars shall not exceed such L/C Issuer’s Revolving Commitment at such timethe Alternative Currency Sublimit. Each request by the Borrower a Permitted L/C Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. 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 or that have been drawn upon and reimbursed. All Existing Letters of Credit and Fifth Amendment Existing Letters of Credit shall be deemed to have been issued pursuant to the Revolving Credit Facility hereunder, and from and after the Closing Date or the Amendment No. 5 Effective Date, as applicable, shall be subject to and governed by the terms and conditions hereof.
(ii) No L/C Issuer shall issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii2.03(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 applicable L/C Issuer approves and the Required Revolving Lenders have approved such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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
Samples: Credit Agreement (Aecom)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower Company or any of its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vw) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Revolving Outstandings shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Aggregate Revolving Commitments shall not exceed the Revolving Commitments then in effectCommitments, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, Obligations and Swing Line Loans shall not exceed such Lender’s Revolving Commitment then in effectCommitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the aggregate Letter of Credit Sublimit, Sublimit and (z) the aggregate Outstanding Amount face amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by any L/C Issuer shall not, unless otherwise agreed by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage exceed its Letter of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such timeCredit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. 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 or that have been drawn upon and reimbursed. 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.
(ii) No An L/C Issuer shall not issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii2.03(c)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approves Required Lenders have approved such expiry date; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No An L/C Issuer shall not be under 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 the 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) hereunder not in effect on the Closing Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000;
(D) such Letter of Credit is to be denominated in a currency other than Dollars;
(E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(F) any Lender is at that time a Defaulting Lender, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)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 2.22(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 L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) No An L/C Issuer shall not amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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 set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Revolving Lenders set forth in this Section 2.042.05, (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 denominated in Dollars or an Alternative Currency Letter of Credit and Swing Line Offshore Currencies for the account of the Company or any Designated Borrower and for the benefit of the Company or any of its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment, Subsidiaries and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Revolving Lenders severally agree to risk participate in Letters of Credit issued for the account of the Borrower Company or its subsidiaries and any drawings thereunderDesignated Borrower; provided that, after giving effect that 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 risk participate in, any Letter of Credit if as of the date of such L/C Credit Extension, (vw) the Dollar Equivalent Amount of the aggregate Outstanding Amount of all Revolving Loans and Swing Line Loans and L/C Obligations issued or outstanding in Offshore Currencies would exceed the Offshore Currency Revolving Loan, Swing Line Loan and Letter of Credit Sublimit at any time, (x) the Dollar Equivalent Amount of the aggregate Outstanding Amount of all L/C Obligations of any L/C Issuer shall not and all Revolving Loans and all Swing Line Loans would exceed the Letter of Aggregate Revolving Credit Commitment of such L/C IssuerCommitments, (wy) the Total Utilization Dollar Equivalent Amount of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (less, with respect only to the Offshore Currency Funding Fronting Lender, the aggregate Offshore Currency Risk Participations in all Offshore Currency Revolving Loans), plus, with respect only to the Offshore Currency Participating Lenders, the Dollar Equivalent Amount of such Revolving Lender's Offshore Currency Risk Participations in Offshore Currency Revolving Loans advanced by the Offshore Currency Funding Fronting Lender, plus such Lender’s Applicable Percentage 's Pro Rata Revolving Share of the Dollar Equivalent Amount of the Outstanding Amount of all L/C Obligations, shall not exceed plus such Lender’s 's Pro Rata Revolving Commitment then in effect, (y) Share of the Dollar Equivalent Amount of the Outstanding Amount of all Swing Line Loans, would exceed such Revolving Lender's Revolving Credit Commitment, or (z) the Dollar Equivalent Amount of the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to the 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 or that have been drawn upon and reimbursed. From and after the Closing Date, all Existing Letters of Credit shall be deemed to have been issued pursuant hereto and shall be subject to and governed by the terms and conditions hereof.
(ii) No The L/C Issuer shall issue any Letter of Creditmay, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer but shall be under any no obligation to 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it;
(B) subject to Section 2.05(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 and the Required Revolving Lenders have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date and all the Revolving Lenders have approved such expiry date; or
(D) the issuance of the such Letter of Credit would violate one or more policies of such the L/C Issuer applicable of general applicability to letters all account parties of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect similarly situated to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued Company 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;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDesignated Borrower.
(iviii) 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.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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
Samples: Credit Agreement (Stryker Corp)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentBorrowers, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunderBorrowers; provided that, after giving effect that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all L/C Obligations of and no Lender shall be obligated to participate in any L/C Issuer shall not exceed the Letter of Credit Commitment if, as of the date of such L/C IssuerCredit Extension, after giving effect thereto (u) Total Outstandings would exceed the lesser of the Total Borrowing Base and the Aggregate Commitments, (v) US Outstandings would exceed the lesser of the US Borrowing Base and the Total US Sublimit, (w) European Outstandings would exceed the lesser of the European Borrowing Base and the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effectEuropean Sublimit, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not would exceed such Lender’s Revolving Commitment then in effectCommitment, (y) the Outstanding Amount of the L/C Obligations shall not with respect to US Letters of Credit would exceed the US Letter of Credit Sublimit or (z) the Outstanding Amount of the L/C Obligations with respect to European Letters of Credit would exceed the European Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to the 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 or that have been drawn upon and reimbursed. 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.
(ii) No The L/C Issuer shall not issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approves Required Lenders have approved such expiry date; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No The L/C Issuer shall not be under 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generallyIssuer;
(C) any Lender is at that time a Defaulting Lender, unless except as otherwise agreed by the applicable L/C Issuer has entered into arrangements, including Administrative Agent and the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that is in an initial stated 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$500,000, as it may elect in its sole discretionthe case of a standby Letter of Credit;
(D) the such Letter of Credit is to be denominated in a currency other than US Dollars or Euros;
(E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder;
(F) the purpose is not consistent with Section 6.11 or the form of the proposed Letter of Credit is not satisfactory to Administrative Agent and L/C Issuer in their respective discretion; or
(EG) except as otherwise agreed by a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Revolving Administrative Agent and L/C Issuer has entered into satisfactory arrangements with the applicable Borrower or such Lender to eliminate the L/C Issuer, ’s risk with respect to such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyLender.
(iv) No The L/C Issuer shall not amend any Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) Each 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 Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such the L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Imation Corp)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, severally but not jointly, in reliance upon the agreements of the Borrower and the Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an in one or more Alternative Currency Currencies for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such any Permitted L/C Issuer’s Letter of Credit CommitmentParty, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 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 under the Revolving Credit Facility for the account of the Borrower or its subsidiaries any Permitted L/C Party and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of CreditExtension, (v) the Outstanding Amount aggregate amount available to be drawn under all Letters of all Credit issued by the applicable L/C Obligations Issuer issuing such Letter of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment (provided, that any L/C Issuer shall not exceed may, following a request from the Letter Company each in its sole discretion, issue Letters of Credit Commitment in an aggregate available amount in excess of such L/C Issuer’s Letter of Credit Commitment so long as the other conditions thereto are satisfied), (w) the Total Utilization of Revolving Commitments Credit Outstandings shall not exceed the Revolving Commitments then in effectCredit Facility, (x) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, Revolving Credit Lender shall not exceed such Lender’s Revolving Commitment then in effectCredit Commitment, (y) the Outstanding Amount of the L/C Obligations for Financial Letters of Credit shall not exceed the Financial Letter of Credit Sublimit, Sublimit and (z) the aggregate Outstanding Amount of the all Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of and L/C Obligations issued by other L/C Issuers denominated in Hong Kong Dollars or New Zealand Dollars shall not exceed such L/C Issuer’s Revolving Commitment at such timethe Alternative Currency Sublimit. Each request by the Borrower a Permitted L/C Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. 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 or that have been drawn upon and reimbursed. All Existing Letters of Credit and Fifth Amendment Existing Letters of Credit shall be deemed to have been issued pursuant to the Revolving Credit Facility hereunder, and from and after the Closing Date or the Amendment No. 5 Effective Date, as applicable, shall be subject to and governed by the terms and conditions hereof.
(ii) No L/C Issuer shall issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii2.03(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 applicable L/C Issuer approves and the Required Revolving Lenders have approved such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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
Samples: Credit Agreement (Aecom)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Domestic Letters of Credit denominated in Dollars or an in one or more Alternative Currency Currencies] for the account of any Domestic Borrower but for the benefit of the Domestic Borrower, any Foreign Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters any of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitmenttheir respective Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders each Domestic Lender severally agree agrees to participate in Domestic Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Domestic Letter of Credit, (vx) the Total Domestic Outstandings shall not exceed the Domestic Loan Cap, (y) the aggregate Outstanding Amount of the Committed Domestic Loans of any Domestic Lender, plus (without duplication) such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Domestic L/C Obligations shall not exceed such Domestic Lender’s Domestic Commitment, and (z) the Outstanding Amount of the Domestic L/C Obligations shall not exceed the Domestic Letter of Credit Sublimit; and (C) each Foreign Lender severally agrees to participate in Australian Letters of Credit and any drawings thereunder; provided that, after giving effect to any Australian L/C Credit Extension, (x) the Total Outstandings of the Australian Borrower shall not exceed the Australian Borrower’s Loan Cap, (y) with respect to the Australian Borrower, (i) the aggregate Outstanding Amount of the Committed Loans of such Foreign Lender to the Australian Borrower, plus (without duplication) (ii) such Foreign Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations of any the Australian Borrower shall not exceed such Foreign Lender’s Foreign Commitment with respect to the Australian Borrower, and (z) the Outstanding Amount of the L/C Issuer Obligations of the Australian Borrower shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) Sublimit for the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such timeAustralian Borrower. Each request by the a Domestic Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Domestic Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Domestic Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything herein to the contrary, from and after the Effective Date, no Foreign Letters of Credit shall be issued.
(iii) No The L/C Issuer shall not issue any Domestic Letter of Credit, if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Standby Letter of Credit would occur more than twelve months 365 days after the date of issuance or last extension, unless the applicable L/C Issuer approves Administrative Agent has approved such expiry date; or
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Commercial Letter of Credit would occur more than 180 days after the date of issuance or last extension, unless the Administrative Agent has approved such expiry date; or
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless either such Letter of Credit is Cash Collateralized on or prior to issuance of such Letter of Credit (or such other time as the Administrative Agent may agree but in no event after the Letter of Credit Expiration Date) or all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iiiii) No The L/C Issuer shall be under any obligation to not issue any Letter of Credit without the prior consent of the Administrative Agent 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such the L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally;
(C) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; provided that if the L/C Issuer, in its discretion, issues a Letter of Credit denominated in a currency other than Dollars, all reimbursements by the applicable Borrowers of the honoring of any drawing under such Letter of Credit shall be paid in the currency in which such Letter of Credit was denominated;
(D) 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;
(E) such Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or
(F) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the applicable Borrower or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iviii) No The L/C Issuer shall not amend any Letter of Credit if such 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) 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 the Letter of Credit in its amended form under the terms hereof or (B) if the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viiv) Each The L/C Issuer shall act on behalf of the applicable Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such the L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C Issuer.
Appears in 1 contract
Samples: Senior Secured Debtor in Possession Credit Agreement (Quiksilver Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (1) from time to time on any Business Day during the period from the Closing First Amendment Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower or any of its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Revolving Outstandings shall not exceed the Letter of Credit Commitment of such L/C IssuerAggregate Revolving Commitments, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s Revolving Commitment then in effectCommitment, (yx) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (zy) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such of Bank of America, in its capacity as an L/C Issuer’s Revolving , shall not exceed the L/C Commitment at such timeof Bank of America without the approval of Bank of America and (z) the Outstanding Amount of L/C Obligations of Wells Fargo, in its xxxxcity as an L/C Issuer, shall not exceed the L/C Commitment of Wells Fargo without xxx approval of Wells Fargo. Each request xxxxxst 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 proviso to 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 or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the First Amendment Effective Date shall be subject to and governed by the terms and conditions hereof.
(ii) No The L/C Issuer shall not issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the applicable L/C Issuer approves Lenders (other than Defaulting Lenders) holding a majority of the Revolving Commitments have approved such expiry date; or
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless either such Letter of Credit is Cash Collateralized on or prior to the date of issuance of such Letter of Credit (or a later date as to which the Administrative Agent may agree in its sole discretion) or all the Lenders and the applicable L/C Issuer that have Revolving Commitments have approved such expiry date.
(iii) No The L/C Issuer shall not be under 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing First Amendment Effective Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing First Amendment Effective Date and which such the L/C Issuer in good xxxxx xxxxx material to itfaith deems materiax xx xx;
(B) the issuance of the such Letter of Credit would violate one (1) or more policies of such the L/C Issuer applicable to letters of credit borrowers generally;
(C) 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, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit;
(D) such Letter of Credit is to be denominated in a currency other than Dollars;
(E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(F) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, 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 2.22(a)(iv2.15(b)) 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, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) No The L/C Issuer shall not amend any Letter of Credit if such 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) 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 the Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) Each 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 Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article X with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article X included such the L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Revolving Credit Lenders set forth in this Section 2.042.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower Company, any Subsidiary, the Parent and/or any Subsidiary of Parent (or its subsidiaries (so long as in the Borrower is a co-applicant and jointly and severally liable thereunder), which case of Existing Letters of Credit shall not exceed such L/C Issuer’s Letter Credit, for the account of Credit CommitmentOld Parent), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company, any Subsidiary, the Parent and/or any Subsidiary of Parent (or its subsidiaries in the case of Existing Letters of Credit, for the account of Old Parent) and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vw) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Revolving Credit Outstandings shall not exceed the Letter of aggregate Revolving Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effectCommitments, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such LenderXxxxxx’s Revolving Commitment then in effectCredit Commitment, (y) the aggregate amount available to be drawn under all Letters of Credit issued by the applicable L/C Issuer issuing such Letter of Credit shall not exceed either of (I) such L/C Issuer’s Letter of Credit Commitment (provided that any L/C Issuer may, following a request from the Company, in its sole discretion, issue Letters of Credit in an aggregate available amount in excess of such L/C Issuer’s Letter of Credit Commitment so long as the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit Sublimit) and (II) the aggregate amount of such L/C Issuer’s unused Revolving Credit Commitment, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such timethe Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii), the expiry date of the such requested Letter of Credit would occur more than (x) in the case of Standby Letters of Credit, twelve months after the date of issuance or last extension(y) in the case of Trade Letters of Credit, 180 days after the date of issuance, unless the applicable L/C Issuer approves has approved such expiry date; or;
(B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date.; or
(C) such Letter of Credit is to be denominated in a currency other than Dollars;
(iii) No L/C Issuer shall be under 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 the such Letter of Credit or request that such L/C Issuer refrain from issuing such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, prohibit the issuance of letters of credit generally or the such Letter of Credit in particular particular, or any such order, judgment or decree, or law shall impose upon such L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer generally applicable to the issuance of letters of credit generallycredit;
(C) any Lender is at that time a Defaulting Lender, unless except as otherwise agreed by the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of Administrative Agent and such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other 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 stated amount less than $50,000;
(D) the such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender, unless such L/C Issuer has entered into arrangements satisfactory to such L/C Issuer with the Revolving Administrative Agent and Company or such Lender to eliminate such L/C Issuer, ’s risk with respect to such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyLender.
(iv) 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 such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each such L/C Issuer.
(vii) No L/C Issuer shall be under any obligation to amend, extend or permit the extension of any Existing Letter of Credit unless, in connection with or prior to such amendment or extension, such Existing Letter of Credit is amended to replace any reference to the Old Parent as an account party with a reference to the New Parent, the Company or a Guarantor.
Appears in 1 contract
Samples: Credit Agreement (Madison Square Garden Entertainment Corp.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower Company or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentSubsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or its subsidiaries Subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit (I) with respect to the Lender acting as L/C Issuer for such Letter of Credit, the sum (vwithout duplication) of (A)(1) the Revolving Credit Exposure of such Lender plus (2) the Outstanding Amount of all outstanding Letters of Credit issued by such Lender (or any Affiliate thereof) (and for which the participations of other Lenders have not been funded) plus (3) the aggregate outstanding principal amount of the Swing Line Loans made by such Lender (or any Affiliate thereof) plus (4) the aggregate outstanding principal amount of all Individual Currency Loans of such Lender (or any Affiliate thereof) shall not exceed (B) the sum of (1) such Lender’s Core Currency Commitment plus (2) such Lender’s (and its Affiliates’) aggregate Individual Currency Commitments, (II) the Total Outstandings shall not exceed the Aggregate Commitments, (III) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Core Currency Commitment, (IV) the Outstanding Amount of the L/C Obligations in respect of any Letters of Credit issued by such L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, and (yV) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. 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 or that have been drawn upon and reimbursed. 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.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii2.03(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, NYDOCS02/1167307 38 unless the Required Lenders and the applicable L/C Issuer approves have approved such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 the Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000;
(D) except as otherwise agreed by such L/C Issuer, the Letter of Credit is to be denominated in a currency other than a Core Currency; or
(E) any Lender is at that time a Defaulting Lender, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower Company or such Lender to the extent necessary to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(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, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the such L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 NYDOCS02/1167307 39 Credit as fully as if the term “Administrative Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each such L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Tiffany & Co)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth hereinherein and other terms and conditions that the applicable L/C Issuer may reasonably require, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Lenders set forth in this Section 2.042.2, (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 standby Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries FCP if FCP becomes a borrower hereunder pursuant to Section 2.8 (so long or as the Borrower is a co-applicant and jointly and severally liable thereunderotherwise permitted by Section 2.2(m), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment, ) and to amend or extend Letters of Credit previously issued by it, in each case in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; below and (B) the Lenders severally agree to participate in such Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunderFCP if FCP becomes a borrower hereunder pursuant to Section 2.8; provided thatprovided, however, that after giving effect to the issuance of any Letter of Credit (1) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Credit Extension Obligations plus the aggregate principal amount of Swing Line Loans shall not exceed the Revolving Committed Amount, (2) with respect to each individual Lender, the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender's Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Line Loans shall not exceed such Lender's Commitment, (3) the aggregate amount of L/C Obligations shall not at any time exceed the Letter of Credit, Credit Sublimit and (v4) the Outstanding Amount aggregate principal amount of all outstanding L/C Obligations of any Initial L/C Issuer shall not exceed the Letter of Credit Commitment of such Initial L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of 's L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. 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 proviso to the preceding sentenceCommitment. 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 or that have been drawn upon and reimbursed.
(ii) No An L/C Issuer shall not issue or amend any Letter of Credit, Credit if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date; provided that, subject to the agreement of the Borrower set forth below in this clause (C), an L/C Issuer may issue Letters of Credit with an expiry date of up to one year after the Letter of Credit Expiration Date (but no L/C Issuer shall have an obligation to issue such Letter of Credit). The Borrower hereby agrees that on or before 90 days prior to the Letter of Credit Expiration Date it shall Cash Collateralize any Letter of Credit existing on such date with an expiry date after the Letter of Credit Expiration Date in an amount equal to at least 110% of the face amount of such Letter of Credit; or
(B) such Letter of Credit is to be used for a purpose other than as permitted by Section 7.9, or is denominated in a currency other than Dollars.
(iii) No An L/C Issuer shall be under any no obligation to issue 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 the such Letter of Credit, or any law Requirement of 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance, unless the Required Lenders have approved such expiry date;
(C) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generallyIssuer;
(CD) such Letter of Credit is in an initial amount less than $100,000 (unless otherwise agreed to by such L/C Issuer); or
(E) a default of any Lender's obligations to fund under Section 2.2(d) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), satisfactory to such L/C Issuer (in its sole discretion) arrangements with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) 's 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 discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyLender.
(iv) 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.
(v) 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 the such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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
Samples: Credit Agreement (PNM Resources Inc)
The Letter of Credit Commitment. (i) Subject to 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 Borrower and the other Revolving Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentBorrower, and to amend or extend or, in the case of Standby Letters of Credit, renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunderBorrower; provided that, after giving effect that 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 any Letter of Credit if (vw) as of the date of such L/C Credit Extension, the sum of (I) the Outstanding Effective Amount of all outstanding Revolving Loans made by such Revolving Lender at the time of such L/C Credit Extension and (II) such Revolving Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations of any L/C Issuer shall not and all Swing Line Loans at such time outstanding exceeds or would exceed the Letter of Credit such Revolving Lender’s Revolving Loan Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount as of the Revolving Loans date of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C ObligationsCredit Extension, shall not the sum of (I) the Effective Amount of all outstanding Revolving Loans made by all the Revolving Lenders at the time of such L/C Credit Extension and (II) the Effective Amount of all L/C Obligations and Swing Line Loans at such time outstanding exceeds or would exceed such Lender’s the Total Revolving Loan Commitment then in effect, (y) as of the Outstanding date of such L/C Credit Extension, the Effective Amount of the aggregate L/C Obligations shall not would exceed the Letter of Credit Sublimit, and Sublimit or (z) the aggregate Outstanding Amount either before or after issuing such Letter of the Revolving Loans made by each L/C IssuerCredit, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. Each request by either (i) 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 is not in compliance with the conditions covenant set forth in Section 5.03(e) or (ii) it would not be possible for the proviso Borrower to comply with the preceding sentencecovenant set forth in Section 5.03(e). Within the foregoing limits, and on the terms 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 or that have been drawn upon and reimbursed.
(ii) No Notwithstanding the L/C Issuer’s agreements in Section 2.03(a)(i), the L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under any obligation to need not 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(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 twelve months after the date of issuance or last renewal or (2) in the case of any Commercial Letter of Credit, the expiry date of such requested Letter of Credit would occur more than 180 days after the date of issuance or last renewal, in either case unless the Required Lenders 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 all the Revolving Lenders have approved such expiry date;
(D) the issuance of the such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters or the terms and conditions of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunderApplication; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency violation of the UCP or other than Dollars or an Alternative Currencyapplicable law.
(iviii) 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.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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 set forth herein, (A) each L/C Issuer agrees, in reliance upon (among other things) the agreements of the Borrower and the other Lenders set forth in this Section 2.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Sublimit Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; provided that, in no event shall Xxxxxxx Xxxxx Bank USA, Xxxxxx Xxxxxxx Bank, N.A. or any of their respective Affiliates be required to issue commercial Letters of Credit hereunder; provided further that, for the avoidance of doubt, each of Xxxxxxx Xxxxx Bank USA and Xxxxxx Xxxxxxx Bank, N.A. may be required to issue standby Letters of Credit hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vw) the Outstanding Amount of all L/C Obligations of any L/C Issuer Total Outstandings shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effectAggregate Commitments, (x) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender, plus such Lender’s Applicable Percentage 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 shall not exceed such Lender’s Revolving Commitment then in effectCommitment, (y) the sum of the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitObligations, and (z) the aggregate Outstanding Amount of the Revolving Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving L/C Issuer Commitment at unless such timeL/C Issuer agrees otherwise in writing with the Borrower. 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 proviso to 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 with no pending drawings remaining or that have been drawn upon and reimbursed. 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.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii), if 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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Sublimit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it, unless the Borrower confirms that it will pay the foregoing;
(B) the issuance of such Letter of Credit would violate any Laws;
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial amount less than $10,000;
(D) such Letter of Credit is to be denominated in a currency other than Dollars;
(E) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to the issuance of letters of credit generally;generally and applied by such L/C Issuer to other similarly situated borrowers under similar credit facilities; provided that (x) upon request of the Borrower, such L/C Issuer shall provide the Borrower a reasonably detailed description of such policy and (y) such policy shall not be predicated on the credit strength of the Loan Parties or the Lenders; or
(CF) any Lender is at that time a Defaulting Lender, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such L/C Issuer (in its sole reasonable discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv4.10(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 reasonable discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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 such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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 set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Revolving Credit Lenders set forth in this Section 2.042.03, (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 denominated in Dollars or an Alternative Currency Euros for the account of the Borrower Borrowers (or its subsidiaries (any Restricted Subsidiary so long as the a Borrower is a joint and several co-applicant applicant, and jointly and severally liable thereunder), which Letters of Credit references to a “Borrower” in this Section 2.03 shall not exceed be deemed to include reference to such L/C Issuer’s Letter of Credit Commitment, Restricted Subsidiary) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 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 for the account of the Borrower or its subsidiaries and any drawings thereunderrelevant Borrower; provided that, after giving effect that 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, (vx) the aggregate Dollar Amount of Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Dollar Amount of Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender’s Pro Rata Share of any the Outstanding Amount of all Swing Line Loans, would exceed such Lender’s Revolving Credit Commitment, (y) the Dollar Amount of Outstanding Amount of the L/C Issuer shall not Obligations would exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, and Sublimit or (z) the aggregate Outstanding Dollar Amount of the Euro Revolving Credit Loans made by each L/C Issuer, plus the aggregate Outstanding Amount of all Letters of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of and L/C Obligations issued by other L/C Issuers shall not exceed such L/C Issuer’s Revolving Commitment at such time. Each request by the Borrower for the issuance or amendment in respect of a Letter Euro Letters of Credit shall be deemed to be a representation by would exceed the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceEuro Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the relevant Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 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; provided that to the extent any Existing Letter of Credit was issued by a Person that is not a party to this Agreement, the obligations of the Borrowers to the L/C Issuer under this Section 2.03 in respect of such Existing Letter of Credit shall instead be obligations of the Borrowers to such Person, and such Person shall be entitled to all the rights, remedies and protections set forth in this Agreement and the other Loan Documents in respect of such Existing Letter of Credit as though it were the L/C Issuer.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No The L/C Issuer shall be under any 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 the such Letter of Credit, or any law 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 request that such the L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to the such Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such which, in each case, the L/C Issuer in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit, prior to giving effect to any automatic renewal, would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders 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 all the Revolving Credit Lenders have approved such expiry date; or
(D) the issuance of the such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iviii) 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.
(v) 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 the such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viiv) Each L/C Issuer shall act on behalf In the case where any Revolving Credit Lender is at any time a Defaulting Lender, the Defaulting Lender’s Pro Rata Share of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuers shall have 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 extent 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 benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any L/C Issuer Obligations and any Swing Line Loans, in connection with Letters 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 issued by it or proposed Loans of such Defaulting Lender) in which case the Revolving Credit Commitments of all Defaulting Lenders shall be deemed to be issued zero (except to the extent Cash Collateral has been posted by it and Issuer Documents pertaining to such Letters Defaulting Lender in respect of Credit as fully as if the term “Administrative Agents” or “Revolving Administrative Agent” as used in Section 8.01 included any portion of such Defaulting Lender’s L/C Issuer with respect to such acts Obligations or omissions and (Bparticipations in Swing Line Loans) as additionally provided herein with respect to each for purposes of any determination of the Revolving Credit Lenders’ respective Pro Rata Shares of L/C IssuerObligations (including for purposes of all fee calculations hereunder).
Appears in 1 contract
Samples: Credit Agreement (Sensata Technologies Holding N.V.)
The Letter of Credit Commitment. (i) i. Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or (or, with respect only to Bank of America in its capacity as an Alternative Currency L/C Issuer, Sterling) for the account of the Borrower or its subsidiaries (so long as any other Subsidiary of the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentParent, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries other Subsidiaries of the Parent (for the avoidance of doubt, including any Letters of Credit with an expiry date later than the Letter of Credit Expiration Date issued in accordance with Section 2.03(a)(ii)(B) below) and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of CreditCredit (based in respect of any Letter of Credit denominated in Sterling on the Equivalent in Dollars), (vw) the Outstanding Amount of all Advances, all L/C Obligations and all Swing Line Loans shall not exceed the Total Commitment, (x) the Outstanding Amount of the Advances of any Lender plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of L/C Obligations, all Swing Line Loans shall not exceed such Lender’s Revolving Commitment then in effectCommitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, Sublimit applicable to such L/C Issuer and (z) the aggregate Outstanding Amount of the Revolving all Swing Line Loans made by each (after giving effect to any repayment or prepayment thereof to occur immediately prior to or concurrently with such L/C Issuer, Credit Extension) plus the aggregate Outstanding Amount at such time of the Advances of the Lender acting as Swing Line Lender plus the aggregate Outstanding Amount of all Letters such Lender’s participations in L/C Obligations (including L/C Obligations in respect of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers Credit Extension) shall not exceed such L/C IssuerLender’s Revolving Commitment at such timeCommitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a 143361946_5 representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to 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 or that have been drawn upon and reimbursed.
(ii) No xx. Xx L/C Issuer shall issue any Letter of Credit, Credit if:
(A) a. subject to Section 2.04(b)(iii2.03(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 provided that a requested Letter of Credit may have an expiry date that occurs more than twelve months after the applicable L/C Issuer approves date of issuance or last extension if all Lenders have approved such expiry date; or
(B) b. the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (i) on or before the Letter of Credit Expiration Date, the Borrower has Cash Collateralized 100% of the undrawn amount of such Letter of Credit, such Cash Collateral to be in the same currency as the related Letter of Credit or (ii) all the Lenders and the applicable L/C Issuer have otherwise approved such expiry date.
(iii) No xxx. Xx L/C Issuer shall be under 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 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any 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 unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure), 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 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the L/C Issuers shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 with respect to any acts taken or omissions suffered by any 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 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
Samples: Credit Agreement (Invesco Ltd.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the other Revolving Credit Lenders set forth in this Section 2.042.03, (1) from time to time on any Business Day during the period from the Restatement Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower or its subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitmentany Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 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 for the account of the Borrower or its subsidiaries any Subsidiary and any drawings thereunder; provided that, after giving effect to that on the date of any L/C Credit Extension with respect to any Letter of Credit, Credit and after giving effect thereto (v) the Outstanding Amount aggregate amount available to be drawn under all Letters of all Credit issued by the applicable L/C Obligations Issuer issuing such Letter of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment (provided, that any L/C Issuer shall not exceed may, following a request from the Letter Borrower each in its sole discretion, issue Letters of Credit Commitment in an aggregate available amount in excess of such L/C Issuer, (w) the Total Utilization ’s Letter of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of Credit Commitment so long as the Outstanding Amount of L/C Obligations, shall not exceed such Lender’s Revolving Commitment then in effect, (y) the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit Sublimit), and (zw) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (x) the aggregate Outstanding Amount of the Revolving Credit Loans made by each L/C Issuerof any Revolving Credit Lender, plus such Lender’s Pro Rata Share of the aggregate Outstanding Amount of all Letters of Credit issued by such L/C IssuerObligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Issuer’s Applicable Percentage Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of L/C Obligations issued by other L/C Issuers denominated in any Alternative Currency shall not exceed such L/C Issuer’s Revolving Commitment at such time$30,000,000. 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 proviso to 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 or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Restatement Closing Date shall be subject to and governed by the terms and conditions hereof.
(ii) No L/C Issuer shall issue any Letter of Credit, if:
(A) subject to Section 2.04(b)(iii), Credit if 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 applicable L/C Issuer approves such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date.
(iii) No L/C Issuer shall be under 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 the such Letter of Credit, or any law 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Restatement Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Restatement Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer applicable (including policies as to letters the form, substance and beneficiary of credit generallysuch Letter of Credit);
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer (such agreement not to be unreasonably withheld or delayed), such Letter of Credit is in an initial face amount less than $25,000, in the case of a Documentary Letter of Credit, or $25,000, in the case of a standby Letter of Credit (including a performance Letter of Credit);
(D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(F) any Revolving Credit Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)Collateral, satisfactory to such L/C Issuer (in its sole discretiondiscretion (it being agreed that with respect to Letters of Credit denominated in Dollars, Cash Collateral in an aggregate amount equal to 105% of the amount of L/C Obligations associated with such Letters of Credit shall be satisfactory) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv2.17(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;
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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 such Letter of Credit in its amended form under the terms hereof.
(v) 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 the such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article IX with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article IX included such L/C Issuer with respect to such acts or omissions and (B) as additionally provided herein with respect to each such L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Borrower and the Lenders set forth in this Section 2.042.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or (or, with respect only to Bank of America in its capacity as an Alternative Currency L/C Issuer, Sterling) for the account of the Borrower or its subsidiaries (so long as any other Subsidiary of the Borrower is a co-applicant and jointly and severally liable thereunder), which Letters of Credit shall not exceed such L/C Issuer’s Letter of Credit CommitmentParent, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries other Subsidiaries of the Parent (for the avoidance of doubt, including any Letters of Credit with an expiry date later than the Letter of Credit Expiration Date issued in accordance with Section 2.03(a)(ii)(B) below) and any drawings thereunder; provided that, that after giving effect to any L/C Credit Extension with respect to any Letter of CreditCredit (based in respect of any Letter of Credit denominated in Sterling on the Equivalent in Dollars), (vw) the Outstanding Amount of all Advances, all L/C Obligations and all Swing Line Loans shall not exceed the Total Commitment, (x) the Outstanding Amount of the Advances of any Lender plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed the Letter of Credit Commitment of such L/C Issuer, (w) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of L/C Obligations, all Swing Line Loans shall not exceed such Lender’s Revolving Commitment then in effectCommitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, Sublimit applicable to such L/C Issuer and (z) the aggregate Outstanding Amount of the Revolving all Swing Line Loans made by each (after giving effect to any repayment or prepayment thereof to occur immediately prior to or concurrently with such L/C Issuer, Credit Extension) plus the aggregate Outstanding Amount at such time of the Advances of the Lender acting as Swing Line Lender plus the aggregate Outstanding Amount of all Letters such Xxxxxx’s participations in L/C Obligations (including L/C Obligations in respect of Credit issued by such L/C Issuer, plus such L/C Issuer’s Applicable Percentage of the Outstanding Amount of L/C Obligations issued by other L/C Issuers Credit Extension) shall not exceed such L/C IssuerLender’s Revolving Commitment at such timeCommitment. 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 proviso to 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 or that have been drawn upon and reimbursed.
(ii) No L/C Issuer shall issue any Letter of Credit, Credit if:
(A) subject to Section 2.04(b)(iii2.03(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 provided that a requested Letter of Credit may have an expiry date that occurs more than twelve months after the applicable L/C Issuer approves date of issuance or last extension if all Lenders have approved such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (i) on or before the Letter of Credit Expiration Date, the Borrower has Cash Collateralized 100% of the undrawn amount of such Letter of Credit, such Cash Collateral to be in the same currency as the related Letter of Credit or (ii) all the Lenders and the applicable L/C Issuer have otherwise approved such expiry date.
(iii) No L/C Issuer shall be under 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 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 request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such L/C Issuer in good xxxxx xxxxx material to it;
(B) the issuance of the such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally, so long as such policies are consistently applied by such L/C Issuer to its customers generally and to letters of credit issued by it, such policies are not unusual to similarly situated financial institutions and such policies are not contrary to the express contractual obligations of such L/C Issuer under this Agreement;
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $1,000,000;
(D) the Letter of Credit is to be denominated in a currency other than Dollars (or, with respect only to Bank of America in its capacity as an L/C Issuer, Sterling);
(E) any Lender is at that time a Defaulting Lender, unless the applicable such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral (in an amount at least equal to 103% of such L/C Issuer’s actual or potential Fronting Exposure)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 2.22(a)(iv8.16(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 L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;; or
(DF) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(E) except as otherwise agreed by the Revolving Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency.
(iv) 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.
(v) 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 the Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) 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 the each L/C Issuers Issuer shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Section 8.01 Article VII with respect to any acts taken or omissions suffered by any such 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 Agents” or “Revolving Administrative Agent” as used in Section 8.01 Article VII included such L/C Issuer with respect to such acts or omissions omissions, and (B) as additionally provided herein with respect to each the L/C IssuerIssuers.
(vii) No L/C Issuer other than Bank of America shall issue any Letter of Credit if the Letter of Credit is to be denominated in a currency other than Dollars.
Appears in 1 contract
Samples: Credit Agreement (Invesco Ltd.)
